exhibit_10-4.htm


    
      
        

      

    

    Exhibit 10.4

     

     

    
      EXECUTION
VERSION



    THIRD
AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

    (CREST
ENTITIES) AND FOURTH AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST
ENTITIES)

    


    This THIRD AMENDMENT TO GUARANTEE AND
COLLATERAL AGREEMENT

    (CREST
ENTITIES) AND FOURTH AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST
ENTITIES) (collectively, this “Amendment”)
is entered into, as of September 17, 2009, by Cheniere Common Units Holding,
LLC, a Delaware limited liability company (the “Borrower”),
the Guarantors and the Grantors (as defined in the applicable Guarantee and
Collateral Agreement, as each is referenced below), and The Bank Of New York
Mellon, 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
Guarantee and Collateral Agreements (as defined below).

    


    Preliminary
Statements

     

    A.           Borrower
has entered into that certain Credit Agreement, dated as of August 15, 2008, by
and among the Borrower, the Administrative Agent, certain affiliates of the
Borrower signatory thereto and the Lenders from time to time party thereto (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, Amendment No. Four-B to Credit
Agreement, dated as of April 28, 2009, Amendment No. Four-C to Credit Agreement,
dated as of June 23, 2009, Amendment No. Four-D to Credit Agreement, dated as of
June 29, 2009, and Fifth Amendment to Credit Agreement and Consent, dated as
of  September 17, 2009, as further amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”);

    


    B.           In
connection with the Credit Agreement, Borrower and certain of its affiliates
have entered into that certain Guarantee and Collateral Agreement (Non-Crest
Entities) (as amended by that certain First Amendment to Guarantee and
Collateral Agreement (Non-Crest Entities), and Second Amendment to Guarantee and
Collateral Agreements (Non-Crest Entities and Crest Entities), each dated as of
December 31, 2008,  Third Amendment to Guarantee and Collateral
Agreement (Non-Crest Entities), dated as of April 3, 2009, as further amended,
restated, supplemented or otherwise modified from time to time, the “Non-LNG Entities
Guarantee and Collateral Agreement”);

    


    C.           In
connection with the Credit Agreement, certain affiliates of Borrower have
entered into that certain Guarantee and Collateral Agreement (Crest Entities)
(as amended by that certain First Amendment to Guarantee and Collateral
Agreement (Crest Entities) and Second Amendment to Guarantee and Collateral
Agreements (Non-Crest Entities and Crest Entities), each dated as of December
31, 2008, as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “LNG Entities
Guarantee and Collateral Agreement” and collectively with the Non-LNG
Entities Guarantee and Collateral Agreement, the “Guarantee and
Collateral Agreements”);


    
      
        
          NY\1544177.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    D.           Borrower
and its affiliates that are party to the Guarantee and Collateral Agreements
have notified the Collateral Agent and the Lenders that they desire to amend the
Guarantee and Collateral Agreements as set forth herein; and

    


    E.           Subject
to certain conditions as set forth herein, the Collateral Agent and the Lenders
are willing to agree to such amendment relating to the Non-LNG Entities
Guarantee and Collateral Agreement as well as the LNG Entities Guarantee and
Collateral 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, the Borrower, the Loan Parties, the Guarantors and the Grantors
signatory hereto (each, a “Cheniere
Party” and collectively, the “Cheniere
Parties”), the Collateral Agent and the Lenders, hereby agree as
follows:

    


    
      	
              1.  

            	
              Amendments to Non-LNG
      Entities Guarantee and Collateral
  Agreement.

            


    

     

    
      	
              (a)  

            	
              Section
      1.01 of the Non-LNG Entities Guarantee and Collateral Agreement is hereby
      amended by adding the following definitions in proper alphabetical
      sequence:

            


    

     

    
      	
              i.  

            	
              “Fourth
      Amendment” shall mean that certain Fourth Amendment to Guarantee
      and Collateral Agreement (Non-Crest Entities), dated as of September 17,
      2009, among the Borrower, certain affiliates of the Borrower signatory
      thereto, and the Collateral Agent.

            


    

     

    
      	
              ii.  

            	
              “Fourth Amendment
      Effective Date” shall mean the date of satisfaction of the
      conditions referred to in Section 4 of the Fourth
    Amendment.”

            


    

     

    
      	
              (b)  

            	
              Section
      1.01 of the Non-LNG Entities Guarantee and Collateral Agreement is hereby
      amended by deleting clause (iv) of the defined term “Excluded Assets” in
      its entirety.

            


    

     

    
      	
              (c)  

            	
              Section
      1.01 of the Non-LNG Entities Guarantee and Collateral Agreement is further
      amended by replacing the words “All assets Grantor” in the first line of
      the defined term “Pledged Alternative Equity Interests” with the following
      words: “All Assets Grantor.”

            


    

     

    
      	
              (d)  

            	
               Schedule
      4.07(a) to the Non-LNG Entities Guarantee and Collateral Agreement is
      hereby deleted and replaced in its entirety with Schedule 4.07(a) as
      attached hereto to reflect updated certificate numbers for the Pledged
      Equity Interests.

            


    

     

    
      	
              2.  

            	
              Amendments to the LNG
      Entities Guarantee and Collateral
  Agreement.

            


    

     

    
      	
              (a)  

            	
              The
      section entitled “Schedules” on page iii of the LNG Entities Guarantee and
      Collateral Agreement is hereby amended by deleting reference to “Schedule
      8.02 Notice Address of Loan Parties” in its
  entirety.

            


    

     


    
      
         NY\1544177.5

      

      
        2

        
          

        

      

      
         


      

    


    
      	
              (b)  

            	
              Section
      1.01 of the LNG Entities Guarantee and Collateral Agreement is hereby
      amended by adding the following definitions in proper alphabetical
      sequence:

            


    

     

    “Pledged Alternative Equity
Interests” shall mean all interests of any Grantor in participation or
other interests in any equity or profits of any business entity and the
certificates, if any, representing such interests and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such interests and
any other warrant, right or option to acquire any of the foregoing; provided,
however, that Pledged Alternative Equity Interests shall not include any Pledged
Stock, Pledged Partnership Interests or Pledged LLC Interests.

     

    “Third Amendment”
shall mean that certain Third Amendment to Guarantee and Collateral Agreement
(Crest Entities), dated as of September 17, 2009, among certain affiliates of
the Borrower signatory thereto, and the Collateral Agent.

     

    “Third Amendment Effective
Date” shall mean the date of satisfaction of the conditions referred to
in Section 4 of the Third Amendment.

     

    
      	
              (c)  

            	
              Section
      1.01 of the LNG Entities Guarantee and Collateral Agreement is hereby
      amended by adding the words “shall mean” at the beginning of the
      definitions for the following: “Crest”, “Crest Obligations”, “Crest Remedy
      Instruction”, “Crest Settlement Documents” and “Crest Settlement
      Agreement”.

            


    

     

    
      	
              (d)  

            	
              Section
      3(a)(iv) of the LNG Entities Guarantee and Collateral Agreement is hereby
      amended by deleting the brackets “[__]” and replacing it with the number
      “15”.

            


    

     

    
      	
              (e)  

            	
              Schedule
      1 to the LNG Entities Guarantee and Collateral Agreement is hereby deleted
      and replaced in its entirety with Schedule 1 as attached hereto to reflect
      revisions in the name for Cheniere LNG O&M Services,
    LLC.

            


    

     

    
      	
              (f)  

            	
              Schedule
      4.07(a) to the LNG Entities Guarantee and Collateral Agreement is hereby
      deleted and replaced in its entirety with Schedule 4.07(a) as attached
      hereto to reflect updated certificate numbers for the Pledged Equity
      Interests.

            


    

     

    
      	
              3.  

            	
              Representations and
      Warranties.   Each Cheniere Party hereby represents
      and warrants to the Collateral Agent (which representations and warranties
      shall survive the execution and delivery of this Amendment), as
      follows:

            


    

     

    
      	
              (a)  

            	
              Absence of
      Defaults.  No event has occurred and is continuing or
      will result from the consummation of the transactions contemplated by this
      Amendment that would constitute a Default or Event of Default after giving
      effect to this Amendment.

            


    

     


    
      
        NY\1544177.5

      

      
        3

        
          

        

      

      
         


      

    


    
      	
              (b)  

            	
              Enforceability.  This
      Amendment has been duly executed and delivered by such Cheniere Party and
      constitutes a legal, valid and binding obligation of such Cheniere Party
      enforceable against such Cheniere Party in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium
      or other laws affecting creditors’ rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding in
      equity or at law.

            


    

     

    
      	
              (c)  

            	
              Authorization, No
      Conflicts.  The execution, delivery and performance of
      this Amendment by each Cheniere Party (i) has been duly authorized by all
      requisite organizational action of such Cheniere Party and (ii) will not
      (A) violate (1) any provision of law, statute, rule or regulation, or of
      the certificate or articles of incorporation or other constitutive
      documents or by-laws of such Cheniere Party, (2) any order of any
      Governmental Authority or arbitrator or (3) any provision of any
      indenture, agreement or other instrument to which such Cheniere Party is a
      party or by which it or any of its property is or may be bound, (B) be in
      conflict with, result in a breach of or constitute (alone or with notice
      or lapse of time or both) a default under, or give rise to any right to
      accelerate or to require the prepayment, repurchase or redemption of any
      obligation under any such indenture, agreement or other instrument or (C)
      result in the creation or imposition of any Lien upon or with respect to
      any property or assets now owned or hereafter acquired by such Cheniere
      Party (other than Liens created under the Security
    Documents).

            


    

     

    
      	
              (d)  

            	
              Incorporation of
      Representations and Warranties.  The representations and
      warranties contained in Section 4 of each of the Guarantee and Collateral
      Agreements are and will be true and correct in all material respects on
      and as of the date hereof to the same extent as though made on and as of
      this date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case they were true and
      correct in all material respects on and as of such earlier
      date.

            


    

     

    
      	
              4.  

            	
              Reference to and
      Effect Upon the Loan
Documents.

            


    

     

    
      	
              (a)  

            	
              Except
      as specifically set forth above, each of the LNG Entities Guarantee and
      Collateral Agreement and the Non-LNG Entities Guarantee and Collateral
      Agreement and the other Loan Documents shall remain in full force and
      effect and are hereby ratified and
confirmed.

            


    

     

    
      	
              (b)  

            	
              Any
      reference in any Loan Document to the LNG Entities Guarantee and
      Collateral Agreement and the Non-LNG Entities Guarantee and Collateral
      Agreement shall be a reference to the LNG Entities Guarantee and
      Collateral Agreement and the Non-LNG Entities Guarantee and Collateral
      Agreement as modified by this Amendment, and any reference in any Loan
      Document to any other Loan Document shall be a reference to such
      referenced Loan Document as modified by this
  Amendment.

            


    

     


    
      
        NY\1544177.5

      

      
        4

        
          

        

      

      
         


      

    


    
      	
              (c)  

            	
              This
      Amendment is a Loan Document.  The provisions of Section 9.15 of
      the Credit Agreement shall apply with like effect to this
      Amendment.

            


    

     

    
      	
              5.  

            	
              Effectiveness.  The
      effectiveness of this Amendment is subject to the satisfaction of each the
      following conditions precedent:

            


    

     

    
      	
              (a)  

            	
              Execution.  The
      Collateral Agent shall have received duly executed and delivered
      counterparts of this Amendment that, when taken together, bear the
      signatures of the Cheniere Parties and the Collateral
    Agent.

            


    

     

    
      	
              (b)  

            	
              Representations and
      Warranties.  The representations and warranties contained
      herein shall be true and correct in all
  respects.

            


    

     

    
      	
              (c)  

            	
              Necessary
      Consents.  Each Cheniere Party shall have obtained all
      material consents necessary or advisable in connection with the
      transactions contemplated by this
Amendment.

            


    

     

    Notwithstanding anything to the
contrary in this Amendment, each Lender by delivering its signature page to this
Amendment shall be deemed to have acknowledged receipt of and consented to and
approved the Amendment and each other document required to be approved by any
Agent or any Lender, as applicable, on the date such Lender delivers its
signature to this Amendment and the Collateral Agent shall be entitled to rely
on such confirmation.

     

    
      	
              6.  

            	
              Further
      Assurances.  Each Cheniere Party hereby agrees to
      authorize, execute and deliver all additional instruments, certificates,
      financing statements, agreements or documents, and take all such actions
      as the Collateral Agent or the Required Lenders may reasonably request for
      the purposes of implementing or effectuating the provisions of this
      Amendment.

            


    

     

    
      	
              7.  

            	
              Governing Law.
      THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      INTERNAL LAWS OF THE STATE OF NEW
YORK.

            


    

     

    
      	
              8.  

            	
              Headings.  Section
      headings in this Amendment are included herein for convenience of
      reference only and shall not constitute part of this Amendment for any
      other purposes.

            


    

     

    
      	
              9.  

            	
              Counterparts.  This
      Amendment may be executed by all parties hereto in any number of separate
      counterparts each of which may be delivered in original, facsimile or
      other electronic (e.g., “.pdf”) form, and all of such counterparts taken
      together constitute one instrument.

            


    

     

    
      	
              10.  

            	
              Severability.  In
      case any one or more of the provisions contained in this Amendment shall
      for any reason be held to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality, or unenforceability shall not affect
      any other provision hereof, and this Amendment shall be construed as if
      such invalid, illegal, or unenforceable provision had never been contained
      herein.

            


    

     


    
      
        NY\1544177.5

      

      
        5

        
          

        

      

      
         


      

    


    
      	
              11.  

            	
              WAIVER OF JURY
      TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
      RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENTS AND FOR ANY
      COUNTERCLAIM THEREIN.

            


    

     

    
      	
              12.  

            	
              Final Agreement of the
      Parties.  THIS AMENDMENT, THE GUARANTEE AND COLLATERAL
      AGREEMENTS, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
      THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
      EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
      PARTIES.

            


    

     

    


     

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left blank]

    


     

     

     

     

     

     

     

     

     

     

     


    
      
        NY\1544177.5

      

      
        6

        
          

        

      

      
         


        
          EXECUTION
VERSION

        

      

    


    IN
WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly
executed and delivered as of the date first above written.

    


    
      	
              BORROWER
      AND GRANTORS UNDER THE
      NON-LNG
      ENTITIES GUARANTEE AND COLLATERAL
      AGREEMENT:

            


    

    


    


    
      	
              CHENIERE
      COMMON UNITS HOLDING, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      MIDSTREAM HOLDINGS, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      PIPELINE COMPANY

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      PIPELINE GP INTERESTS, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      SOUTHERN TRAIL GP, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    



    
      
        
          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              GRAND
      CHENIERE PIPELINE, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      CREOLE TRAIL PIPELINE, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      CORPUS CHRISTI PIPELINE, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      SUPPLY & MARKETING, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      ENERGY OPERATING CO., INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CHENIERE
      SOUTHERN TRAIL PIPELINE, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG SERVICES, S.A.R.L.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Charif Souki

            
	 
      	 
      	
              Title:   Manager

            


    

    


    
      	
              GUARANTORS
      UNDER THE NON-LNG ENTITIES GUARANTEE
      AND COLLATERAL AGREEMENT:

            


    

    


    


    
      	
              CHENIERE
      MIDSTREAM HOLDINGS, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      ENERGY OPERATING CO., INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      PIPELINE COMPANY

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CHENIERE
      PIPELINE GP INTERESTS, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      SOUTHERN TRAIL GP, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              GRAND
      CHENIERE PIPELINE, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    
      	
              CHENIERE
      SOUTHERN TRAIL PIPELINE, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      CREOLE TRAIL PIPELINE, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      CORPUS CHRISTI PIPELINE, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              GRANTORS
      UNDER THE LNG GUARANTEE AND COLLATERAL
  AGREEMENT:

            


    

    


    


    
      	
              CHENIERE
      ENERGY, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    


    
      	
              CHENIERE
      ENERGY SHARED SERVICES, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG O&M SERVICES, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG TERMINALS, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CHENIERE
      LNG HOLDINGS, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      ENERGY PARTNERS GP, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CORPUS
      CHRISTI LNG, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CREOLE
      TRAIL LNG, L.P.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      MARKETING, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              GUARANTORS
      UNDER THE LNG ENTITIES GUARANTEE AND COLLATERAL
  AGREEMENT:

            


    

    


    


    
      	
              CHENIERE
      ENERGY, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      ENERGY SHARED SERVICES, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG O&M SERVICES, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE
      LNG TERMINALS, INC.

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CHENIERE
      LNG HOLDINGS, LLC

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              THE BANK OF NEW YORK
      MELLON, as Collateral Agent

            
	 
      	
              By:

            	
              /S/
      MELINDA VALENTINE

            
	 
      	 
      	
              Name:
      Melinda Valentine

            
	 
      	 
      	
              Title:
      Vice President

            


    

    



    
      
        
           

          Signature
Page to Amendment to Guarantee and Collateral Agreements

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
4.07(a) TO GUARANTEE AND COLLATERAL AGREEMENT

     (NON-CREST
ENTITIES)

    


    DESCRIPTION
OF PLEDGED EQUITY INTERESTS

    


    I.           Pledged LLC
Interests

    


    
      	
              Grantor

            	
              Issuer

            	
              # of Shares Owned

            	
              Total Shares Outstanding

            	
              % of Ownership Interest

            	
              Certificate No. (if any)

               

            
	
              Cheniere
      Pipeline Company

            	
              Cheniere
      Pipeline GP Interests, LLC

            	
              100

            	
              100

            	
              100%

            	
              2

            
	 
      	
              Grand
      Cheniere Pipeline, LLC

            	
              100
      units

            	
              100
      units

            	
              100%

            	
              2

            


    

    


     II.           Pledged Partnership
Interests

    


    
      	
              Grantor

            	
              Issuer

            	
              Type of

              Partnership Interest

            	
              Total Shares Outstanding

            	
              % of Ownership Interest

            	
              Certificate No. (if any)

               

            
	
              Cheniere
      Common Units Holding, LLC

            	
              Cheniere
      Energy Partners, L.P.

            	
              10,891,357
      common units

            	
              26,416,357
      common units

            	
              41.22959%
      of the common units

            	
              0048
      and 0049

            
	
              Cheniere
      Pipeline GP Interests, LLC

            	
              Cheniere
      Creole Trail Pipeline, L.P.

            	
              General
      Partnership Interest

            	
              N/A

            	
              0%

            	
              1

            
	 
      	
              Cheniere
      Corpus Christi Pipeline, L.P.

            	
              General
      Partnership Interest

            	
              N/A

            	
              0%

            	
              1

            
	
              Cheniere
      Southern Trail GP, Inc.

            	
              Cheniere
      Southern Trail Pipeline, L.P.

            	
              General
      Partnership Interests

            	
              N/A

            	
              0%

            	
              1

            
	
              Grand
      Cheniere Pipeline, LLC

            	
              Cheniere
      Creole Trail Pipeline, L.P.

            	
              Limited
      Partnership Interest

            	
              N/A

            	
              100%

            	
              1

            
	 
      	
              Cheniere
      Corpus Christi Pipeline, L.P.

            	
              Limited
      Partnership Interest

            	
              N/A

            	
              100%

            	
              1

            
	 
      	
              Cheniere
      Southern Trail Pipeline, L.P.

            	
              Limited
      Partnership Interest

            	
              N/A

            	
              100%

            	
              1

            
	 
      	 
      	 
      	 
      	 
      	 
      


    


    
      
        
          NY\1544177.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    III.           Pledged
Stock

    


    
      	
              Grantor

            	
              Issuer

            	
              # of Shares Owned

            	
              Total Shares Outstanding

            	
              % of Ownership Interest

            	
              Certificate No.

               

            	
              Par Value

            
	
              Cheniere
      Midstream Holdings, Inc.

            	
              Cheniere
      LNG Services, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              2

            	
              $0.01

            
	 
      	
              Cheniere
      Energy Operating Co., Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              49

            	
              No
      Par Value

            
	 
      	
              Cheniere
      Pipeline Company

            	
              1,000

            	
              1,000

            	
              100%

            	
              6

            	
              $0.01

            
	 
      	
              Cheniere
      Supply & Marketing, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              3

            	
              $0.01

            
	
              Cheniere
      Pipeline Company

            	
              Cheniere
      Southern Trail GP, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              1

            	
              $0.01

            


    

    


    



    
      
        
          NY\1544177.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1 TO GUARANTEE AND COLLATERAL AGREEMENT

     (CREST
ENTITIES)

    


    


    


    Part
1.  Pledgors

     

    Cheniere
Energy, Inc.

     

    Cheniere
Energy Shared Services, Inc.

     

    Cheniere
LNG O&M Services, LLC

     

    Cheniere
LNG, Inc.

     

    Cheniere
LNG Terminals, Inc.

     

    Cheniere
LNG Holdings, LLC

     

    


     

    Part
2.  Intercompany Loan
Parties

     

    Cheniere
Energy, Inc.

     

    Cheniere
Energy Shared Services, Inc.

     

    Cheniere
LNG O&M Services, LLC

     

    Cheniere
LNG, Inc.

     

    Cheniere
LNG Terminals, Inc.

     

    Cheniere
LNG Holdings, LLC

     

    Cheniere
Marketing, LLC (formerly Cheniere Marketing, Inc.)

     

    Corpus
Christi LNG, LLC

     

    Creole
Trail LNG, L.P.

     

     


    
      
        
          NY\1544177.5

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
4.07(a) TO GUARANTEE AND COLLATERAL AGREEMENT

    (CREST
ENTITIES)

    


    DESCRIPTION
OF PLEDGED EQUITY INTERESTS

    


    I.           Pledged LLC
Interests

    


    
      	
              Grantor

            	
              Issuer

            	
              # of Shares Owned

            	
              Total Shares Outstanding

            	
              % of Ownership Interest

            	
              Certificate No. (if any)

               

            
	
              Cheniere
      Energy Shared Services, Inc.

            	
              Cheniere
      LNG O&M Services, LLC

            	
              1,000
      units

            	
              1,000
      units

            	
              100%

            	
              1

            
	
              Cheniere
      LNG, Inc.

            	
              Corpus
      Christi LNG, LLC

            	
              333
      units

            	
              1,000
      units

            	
              33.3%

            	
              6

            
	 
      	
              Cheniere
      Marketing, LLC

            	
              10

            	
              1,000
      units

            	
              1%

            	
              3

            
	
              Cheniere
      LNG Holdings, LLC

            	
              Cheniere
      Common Units Holding, LLC

            	
              1,000
      units

            	
              1,000
      units

            	
              100%

            	
              1

            
	
              Cheniere
      LNG Terminals, Inc.

            	
              Cheniere
      LNG Holdings, LLC

            	
              1,000
      units

            	
              1,000
      units

            	
              100%

            	
              4

            
	 
      	
              Corpus
      Christi LNG, LLC

            	
              667
      units

            	
              1,000
      units

            	
              66.7%

            	
              7

            
	 
      	
              Cheniere
      Marketing, LLC

            	
              990

            	
              1,000
      units

            	
              99%

            	
              2

            


    

    


     II.           Pledged Partnership
Interests

    


    
      	
              Grantor

            	
              Issuer

            	
              Type of

              Partnership Interest

            	
              Total Shares Outstanding

            	
              % of Ownership Interest

            	
              Certificate No. (if any)

               

            
	
              Cheniere
      LNG, Inc.

            	
              Creole
      Trail LNG, L.P.

            	
              General
      Partnership Interest

            	
              N/A

            	
              0%

            	
              1

            
	
              Cheniere
      LNG Terminals, Inc.

            	
              Creole
      Trail LNG, L.P.

            	
              Limited
      Partnership Interest

            	
              N/A

            	
              100%

            	
              1

            


    

    


    


    


    


    


    



    
      
        
          NY\1544177.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    III.           Pledged
Stock

    


    
      	
              Grantor

            	
              Issuer

            	
              # of Shares Owned

            	
              Total Shares Outstanding

            	
              % of Ownership Interest

            	
              Certificate No.

               

            	
              Par Value

            
	
              Cheniere
      Energy, Inc.

            	
              Cheniere
      LNG, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              3

            	
              $0.01

            
	 
      	
              Cheniere
      Energy Shared Services, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              5

            	
              $0.01

            
	 
      	
              Cheniere
      Midstream Holdings, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              1

            	
              $0.01

            
	
              Cheniere
      LNG, Inc.

            	
              Cheniere
      LNG Terminals, Inc.

            	
              1,000

            	
              1,000

            	
              100%

            	
              4

            	
              $.01

            


    

    


    


    


    


    



    
      
        
          NY\1544177.5