Third Amendment to Credit Agreement



 Exhibit 10.1 
 Execution Version 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 AND 
 THIRD AMENDMENT TO GUARANTEE AND
COLLATERAL AGREEMENT 
 (NON-CREST ENTITIES) 
 This THIRD AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES) (collectively, this “Amendment”) is entered into, as of April 3,
2009, by Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), the Loan Parties, the Guarantors and the Grantors (as defined in the Credit Agreement referenced below), the Lenders, and The
Bank Of New York Mellon, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and 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 Credit Agreement (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 signatory thereto (as amended by that certain
First Amendment to Credit Agreement, dated as of September 15, 2008, and Second Amendment to Credit Agreement, dated as of December 31, 2008, 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 Agreement, each
dated as of December 31, 2008, 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 the same may be amended, restated, supplemented or otherwise modified from time to time, the “LNG Entities Guarantee and Collateral Agreement”); 
 D. Borrower has notified the Administrative Agent, the Collateral Agent and the Lenders that it desires to amend the Credit Agreement and the Non-LNG
Entities Guarantee and Collateral Agreement to release Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”) as a Guarantor and Grantor therein; and 
 E. Subject to certain conditions as set forth herein, the Administrative Agent, the Collateral Agent and the Lenders are willing to agree to such amendment relating to the Credit Agreement and the Non-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 Administrative Agent, the Collateral Agent and the Lenders, hereby agree as follows: 
  

	1.	Amendments to the Credit Agreement. 

  

	 	(a)	Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence: 

 ‘“Sabine Pass Tug Services” shall mean Sabine Pass Tug Services, LLC, a Delaware limited liability company. 
 “Third Amendment” shall mean that certain Third Amendment to Credit Agreement, dated as of April
            , 2009, among Borrower, certain affiliates of Borrower signatory thereto, the Administrative Agent, the Collateral Agent and the Lenders. 
 “Third Amendment Effective Date” shall mean the date of satisfaction of the conditions referred to in Section 4 of the Third
Amendment.” 
  

	 	(b)	Section 1.01 of the Credit Agreement is further amended by deleting clause (ix) of the defined term “Ordinary Course Operations” in its entirety and replacing
such clause (ix) as follows: 

 “(ix) (A) funding other expenses reasonably related to the operations of the Loan
Parties and their Subsidiaries, (B) the organizational maintenance cost and expenses of Subsidiaries of CEI that are not Loan Parties or Marketing Entities and (C) any loans or advances made by a Loan Party to Sabine Pass Tug Services the
proceeds of which are used by Sabine Pass Tug Services to fund the net cash operating deficit incurred by Sabine Pass Tug Services in connection with its leases for tugs.” 
  

	 	(c)	A new Section 6.18 shall be inserted into the Credit Agreement, immediately following the end of Section 6.17, as follows: 

 “No Loan Party shall, or shall permit its direct or indirect Subsidiaries to, allow Sabine Pass Tug Services to, directly or indirectly, declare,
order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for a Restricted Payment to Sabine at any time Sabine Pass Tug Services has any loans, advances or other obligations outstanding pursuant to clause
(Y) of Section 6.04(d).” 
  

	 	(d)	As of the date hereof, Sabine Pass Tug Services is hereby removed as a signatory to the Credit Agreement in its capacity as a Grantor and a Guarantor therein.










	 	(e)	Schedule 1A to the Credit Agreement is hereby amended to remove Sabine Pass Tug Services from the list of Grantors and Guarantors set forth therein, and accordingly Schedule 1A to
the Credit Agreement is hereby deleted and replaced in its entirety with Schedule 1A as attached hereto. 

  

	 	(f)	Schedule 1C to the Credit Agreement is hereby amended to remove Sabine Pass Tug Services from the list of Non-LNG Entities set forth therein, and accordingly Schedule 1C to the
Credit Agreement is hereby deleted and replaced in its entirety with Schedule 1C as attached hereto. 

  

	2.	Amendments to the 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:


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

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

	 	(b)	As of the date hereof, Sabine Pass Tug Services is hereby removed as a signatory to the Non-LNG Entities Guarantee and Collateral Agreement in its capacity as a Grantor and a
Guarantor therein. 

  

	 	(c)	Schedule 1 to the Non-LNG Entities Guarantee and Collateral Agreement is hereby amended to remove Sabine Pass Tug Services from the list of Intercompany Loan Parties set forth
therein, and accordingly Schedule 1 to the Non-LNG Entities Guarantee and Collateral Agreement is hereby deleted and replaced in its entirety with Schedule 1 as attached hereto. 

  

	 	(d)	Schedule 4.07(a) of the Non-LNG Entities Guarantee and Collateral Agreement is hereby amended to remove Cheniere Midstream Holdings, Inc. as the Grantor of the Pledged Equity
Interests of Sabine Pass Tug Services and accordingly 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. 

  

	3.	Representations and Warranties. Each Cheniere Party hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders (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. 









	 	(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). 

  

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

  

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

  

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

  

	 	(c)	Restated Global Intercompany Note. The Collateral Agent shall have received an original restated Global Intercompany Note in the form of Exhibit F to the Credit Agreement,
executed by each of the parties originally signatory thereto, other than Sabine Pass Tug Services (which shall be removed as a Payee signatory thereto but shall remain as a Maker signatory thereto), and such restated Global Intercompany Note shall
have been duly and validly pledged to the Collateral Agent, for the ratable benefit of the Secured Parties, accompanied by instruments of transfer endorsed in blank. 









	 	(d)	Other Documents. The Loan Parties shall, promptly upon the execution thereof, deliver the Terminal Marine Services Agreement and all documents, instruments and agreements
(including all schedules, exhibits, annexes and side-letters thereto) among Total Gas & Power North America, Inc., Chevron U.S.A. Inc. (collectively, the “Assuming Parties”) and Sabine Pass Tug Services or any of its
Affiliates in connection with the Assuming Parties agreement to reimburse, or assume the obligations of, Sabine Pass Tug Services with respect to certain leases of tugs; provided that it is agreed that all such documents, instruments and
agreements with respect to the Assuming Parties shall be substantially similarly to the drafts attached to the Terminal Marine Services Agreement dated March 13, 2009 provided to the Required Lenders by email on March 19, 2009.


  

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


  

	 	(f)	Fees. All fees and expense reimbursements payable by the Borrower to the Administrative Agent, the Collateral Agent and the Lenders for which invoices have been presented
shall have been paid in full. 

 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 Administrative Agent shall be entitled to rely on such confirmation. 
  

	5.	Reference to and Effect Upon the Loan Documents. 

  

	 	(a)	Except as specifically set forth above, each of the Credit Agreement, the Non-LNG Entities Guarantee and Collateral Agreement and each other Loan Document shall remain in full force
and effect and is hereby ratified and confirmed. 

  

	 	(b)	Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agents or
any Lender under the Loan Documents, or any other document, instrument or agreement executed and/or delivered in connection therewith. 

  

	 	(c)	Any reference in any Loan Document to the Credit Agreement or the Non-LNG Entities Guarantee and Collateral Agreement shall be a reference to the Credit 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.










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

  

	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 Administrative Agent, 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 Waiver 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. 

  

	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 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. 

 [Remainder of this page intentionally left blank] 








			
	CHENIERE COMMON UNITS HOLDING, LLC, as Borrower and as a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE LNG SERVICES S.A.R.L., as a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE CORPUS CHRISTI PIPELINE, L.P., as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE CREOLE TRAIL PIPELINE, L.P., as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer










			
	CHENIERE ENERGY OPERATING CO., INC., as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE LNG SERVICES, INC., as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE MIDSTREAM HOLDINGS, INC., as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE PIPELINE COMPANY, as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer










			
	CHENIERE PIPELINE GP INTERESTS, LLC, as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE SOUTHERN TRAIL GP, INC., as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE SOUTHERN TRAIL PIPELINE, L.P. , as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE SUPPLY & MARKETING, INC., as a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer










			
	GRAND CHENIERE PIPELINE, LLC, as a Loan Party and as a Guarantor and a Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CORPUS CHRISTI LNG, LLC, as a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CREOLE TRAIL LNG, L.P., as a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE ENERGY PARTNERS GP, LLC, as a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer










			
	CHENIERE ENERGY SHARED SERVICES, INC., as a Loan Party and as a Guarantor and a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE ENERGY, INC., as a Loan Party and as a Guarantor and a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE LNG HOLDINGS, LLC, as a Loan Party and as a Guarantor and a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE LNG O&M SERVICES, LLC, as a Loan Party and as a Guarantor and a Grantor under the LNG Entities Guarantee and Collateral Agreement under the LNG Entities Guarantee
and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer










			
	CHENIERE LNG TERMINALS, INC., as a Loan Party and as a Guarantor and a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE LNG, INC., as a Loan Party and as a Guarantor and a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer
	
	CHENIERE MARKETING, LLC (formerly Cheniere Marketing, Inc.), as a Grantor under the LNG Entities Guarantee and Collateral Agreement
		
	By:	 	 /s/ Graham A. McArthur

	Name:	 	Graham A. McArthur
	Title:	 	Treasurer










			
	GSO SPECIAL SITUATIONS FUND LP, as a Lender
	
	By: GSO Capital Partners, LP, its investment advisor
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	 Chief Legal Officer

	
	GSO COF FACILITY LLC, as a Lender
	
	By: GSO Capital Partners LP as Portfolio Manager
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	 Chief Legal Officer

	
	GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD, as a Lender
	
	By: GSO Capital Partners, LP, its investment advisor
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Chief Legal Officer










			
	BLACKSTONE DISTRESSED SECURITIES FUND L.P.
	
	By: Blackstone Distressed Securities Associates L.P., its General Partner
	
	By: Blackstone DD Associates LLC, its General Partner
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Authorized Signatory
	
	GSO CREDIT OPPORTUNITIES FUND (HELIOS), L.P.
	
	By: GSO Capital Partners, LP, its Investment Advisor
		
	By:	 	 /s/ George Fan

	Name:	 	George Fan
	Title:	 	Chief Legal Officer










			
	SCORPION CAPITAL PARTNERS, LP, as a Lender
	
	By: Scorpion GP, LLC
		
	By:	 	 /s/ Nuno Brandolini

	Name:	 	Nuno Brandolini
	Title:	 	Manager


  








			
	THE BANK OF NEW YORK MELLON, as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Eddie Wang

	Name:	 	Eddie Wang
	Title:	 	Vice President









 SCHEDULE 1A TO CREDIT AGREEMENT 
 LIST OF GUARANTORS AND GRANTORS 
  

			
	 Guarantors
	  	 Grantors

	Cheniere Energy, Inc.	  	Cheniere Energy, Inc.
	Cheniere Midstream Holdings, Inc.	  	Cheniere Midstream Holdings, Inc.
	Cheniere LNG Services, Inc.	  	Cheniere LNG Services, Inc.
	Cheniere Pipeline Company	  	Cheniere Pipeline Company
	Cheniere Pipeline GP Interests, LLC	  	Cheniere Pipeline Interests GP, LLC
	Grand Cheniere Pipeline, LLC	  	Grand Cheniere Pipeline , LLC
	Cheniere Southern Trail GP, Inc.	  	Cheniere Southern Trail GP, Inc.
	Cheniere LNG, Inc.	  	Cheniere LNG, Inc.
	Cheniere LNG Terminals, Inc.	  	Cheniere LNG Terminals, Inc.
	Cheniere LNG Holdings, LLC	  	Cheniere LNG Holdings, LLC
	Cheniere Energy Shared Services, Inc.	  	Cheniere Energy Shared Services, Inc.
	Cheniere Creole Trail Pipeline, L.P.	  	Cheniere Creole Trail Pipeline, L.P.
	Cheniere Corpus Christi Pipeline, L.P.	  	Cheniere Corpus Christi Pipeline, L.P.
	Cheniere LNG O&M Services, LLC	  	Cheniere LNG O&M Services, LLC
	Cheniere Energy Operating Co., Inc.	  	Cheniere Common Units Holding, LLC
	Cheniere Southern Trail Pipeline, L.P.	  	Cheniere Supply & Marketing, Inc.
		  	Cheniere Marketing, LLC (formerly
		  	Cheniere Marketing, Inc.)
		  	Cheniere Energy Partners GP, LLC
		  	Cheniere Energy Operating Co., Inc.
		  	Cheniere Southern Trail Pipeline, L.P.
		  	Corpus Christi LNG, LLC
		  	Creole Trail LNG, L.P.
		  	Cheniere LNG Services S.A.R.L.








 SCHEDULE 1C TO CREDIT AGREEMENT 
 LIST OF NON-LNG ENTITIES 
 Cheniere Midstream Holdings, Inc. 
 Cheniere Energy Operating Co., Inc. 
 Cheniere Pipeline Company 
 Cheniere Pipeline GP Interests, LLC 
 Cheniere Southern Trail GP, Inc.

 Grand Cheniere Pipeline, LLC 
 Cheniere Southern Trail
Pipeline, L.P. 
 Cheniere Creole Trail Pipeline, L.P. 
 Cheniere
Corpus Christi Pipeline, L.P. 
 Cheniere LNG Services, Inc. 
 Cheniere Common Units Holding, LLC 
 Cheniere Supply & Marketing, Inc. 
 Cheniere LNG Services S.A.R.L. 







 SCHEDULE 1 TO GUARANTEE AND COLLATERAL AGREEMENT 
 (NON-CREST ENTITIES) 
 Part 1. Pledgors 

 Cheniere Common Units Holding, LLC 
 Cheniere Midstream
Holdings, Inc. 
 Cheniere Pipeline Company 
 Cheniere Pipeline GP
Interests, LLC 
 Cheniere Southern Trail GP, Inc. 
 Grand
Cheniere Pipeline, LLC 
 Cheniere Creole Trail Pipeline, L.P. 
 Cheniere Corpus Christi Pipeline, L.P. 
 Cheniere LNG Services, Inc. 
 Part 2. Intercompany Loan Parties 
 Cheniere Common Units Holding, LLC 
 Cheniere Midstream Holdings, Inc. 
 Cheniere Pipeline Company 
 Cheniere Pipeline GP Interests, LLC 
 Cheniere Southern Trail GP, Inc.

 Grand Cheniere Pipeline, LLC 
 Cheniere Creole Trail Pipeline,
L.P. 
 Cheniere Corpus Christi Pipeline, L.P. 
 Cheniere LNG
Services, Inc. 
 Cheniere Supply & Marketing, Inc. 
 Cheniere Energy Operating Co., Inc. 
 Cheniere Southern Trail Pipeline, L.P. 
 Cheniere LNG Services S.A.R.L. 







 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	%	 	1
						
		  	Grand Cheniere Pipeline, LLC	  	100 units	  	100 units	  	100	%	 	1

  

	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%	  	uncertificated
						
		  	Cheniere Corpus Christi Pipeline, L.P.	  	General Partnership Interest	  	N/A	  	0%	  	uncertificated
						
	Cheniere Southern Trail GP, Inc.	  	Cheniere Southern Trail Pipeline, L.P.	  	General Partnership Interests	  	N/A	  	0%	  	Uncertificated
						
	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%	  	Uncertificated
						
		  	Cheniere Southern Trail Pipeline, L.P.	  	Limited Partnership Interest	  	N/A	  	100%	  	Uncertificated









	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