Second Amendment to Credit Agreement




 Exhibit 10.64 
 Execution Version 
 SECOND AMENDMENT TO CREDIT AGREEMENT, 
 FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST 
 ENTITIES) AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL 
 AGREEMENT (NON-CREST ENTITIES)

 This SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST ENTITIES) AND FIRST AMENDMENT
TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES) (collectively, this “Amendment”) is entered into as of this 31st day of December, 2008, 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) signatory hereto, the Lenders signatory hereto 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 the same may be 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 the same may be 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. The parties hereto desire to modify the Loan Documents in accordance with the terms and conditions
set forth herein. 
 NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower, the Loan Parties, the Guarantors and the Grantors (the Borrower, the Loan Parties, the Guarantors and the Grantors are herein each
a “Cheniere Party” and collectively, the “Cheniere Parties”) hereby agree as follows: 
  

	1.	Amendments to the Credit Agreement. 










	 	(a)	Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms to read in their entirety as follows: 

 “Loan Party” shall mean each Credit Agreement Guarantor and Grantor, other than CQP GP, Corpus Christi LNG, LLC; Creole Trail LNG, L.P.
and the Marketing Entities. 
  

	 	(b)	Schedule 1A to the Credit Agreement is hereby amended to add (i) Corpus Christi LNG, LLC, a Delaware limited liability company (“Corpus Christi LNG,
LLC”), (ii) Creole Trail LNG, L.P. a Delaware limited partnership (“Creole Trail LNG, L.P.”) and (iii) Cheniere LNG Services S.A.R.L., a Société à Responsabilité
Limitée organized under the laws of France (“Cheniere LNG Services S.A.R.L.”) to the list of Grantors set forth therein, and accordingly Schedule 1A to the Credit Agreement is hereby deleted and replaced with Schedule
1A as attached hereto. 

  

	 	(c)	Schedule 1B to the Credit Agreement is hereby amended to add (i) Corpus Christi LNG, LLC and (ii) Creole Trail LNG, L.P. to the list of LNG Entities set forth therein, and
accordingly Schedule 1B to the Credit Agreement is hereby deleted and replaced with Schedule 1B as attached hereto. 

  

	 	(d)	Schedule 1C to the Credit Agreement is hereby amended to add Cheniere LNG Services S.A.R.L. to the list of Non-LNG Entities set forth therein, and accordingly Schedule 1C to the
Credit Agreement is hereby deleted and replaced with Schedule 1C as attached hereto. 

  

	2.	Amendments to the LNG Entities Guarantee and Collateral Agreement. 

  

	 	(a)	Each of Corpus Christi LNG, LLC and Creole Trail LNG, L.P. hereby joins the LNG Entities Guarantee and Collateral Agreement as a Grantor signatory thereto and assumes the covenants,
obligations and liabilities of a Grantor thereunder, and agrees to be bound thereby as if it had been an original party thereto, and confirms that upon joining the LNG Entities Guarantee and Collateral Agreement the representations and warranties
set forth therein shall be true and correct with respect to it, except to the extent they relate to an earlier date in which case they shall be true and correct as of such earlier date. 

  

	 	(b)	Schedule 1 to the LNG Entities Guarantee and Collateral Agreement is hereby amended to add Corpus Christi LNG, LLC and Creole Trail LNG, L.P. to the list of Intercompany Loan
Parties set forth therein, and accordingly Schedule 1 to the LNG Entities Guarantee and Collateral Agreement is hereby deleted and replaced with Schedule 1 as attached hereto. 

  

	3.	Amendments to the Non-LNG Entities Guarantee and Collateral Agreement. 

  

	 	(a)	 Cheniere LNG Services S.A.R.L. hereby joins the Non-LNG Entities Guarantee and Collateral Agreement as a Grantor signatory thereto and assumes the covenants,
obligations and liabilities of a Grantor thereunder, and agrees to be bound thereby as if it had been an original party thereto, and confirms that upon 












	 	 
joining the LNG Entities Guarantee and Collateral Agreement the representations and warranties set forth therein shall be true and correct with respect to
it, except to the extent they relate to an earlier date in which case they shall be true and correct as of such earlier date. 


  

	 	(b)	Schedule 1 to the Non-LNG Entities Guarantee and Collateral Agreement is hereby amended to add Cheniere LNG Services S.A.R.L. to 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 with Schedule 1 as attached hereto. 

  

	4.	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). 










	5.	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, the Required Lenders, 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, along with Corpus Christi LNG, LLC, Creole Trail LNG, L.P. and Cheniere LNG Services S.A.R.L. (each a “New Cheniere Party” and collectively the “New
Cheniere Parties”), 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 Lenders shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments
thereto, of each New Cheniere Party, certified as of a recent date by the Secretary of State of the state of its organization (for each domestic entity), and a certificate as to the good standing of each New Cheniere Party as of a recent date, from
such Secretary of State (for each domestic entity); (ii) a certificate of the Secretary or Assistant Secretary of each new Cheniere Party dated as of the date hereof and certifying (A) that attached thereto is a true and complete copy of
the by-laws, limited partnership agreement or operating agreement, as the case may be, of such entity in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below (such by-laws, limited
partnership agreement or operating agreement to be in form and substance reasonably satisfactory to the Lenders), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, as the
case may be, of each of New Cheniere Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the granting of the Liens contemplated to be granted under the Security Documents to which it is a party,
and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such New Cheniere Party have not been amended since
the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document
delivered in connection herewith on behalf of such New Cheniere Party and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to
(ii) above. 










	 	(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 or 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. 
  

	6.	Reference to and Effect Upon the Loan Documents. 

  

	 	(a)	Except as specifically set forth above, each of Credit Agreement, the LNG Entities Guarantee and Collateral Agreement, 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 Credit Agreement, the LNG Entities Guarantee and Collateral Agreement and the Non-LNG Entities Guarantee and Collateral Agreement shall be
a reference to the Credit Agreement, 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. 

  

	 	(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. 

  

	7.	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 or the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Amendment. 

  

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

  

	9.	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.


  

	10.	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. 










	11.	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. 

  

	12.	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. 

  

	13.	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


  

			
	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 LNG SERVICES S.A.R.L., as a
	Grantor under the Non-LNG Entities Guarantee and Collateral Agreement
	
		
	By:	 	/s/ Jean Abiteboul
		 	Name: Jean Abiteboul
		 	Title: Manager


  

			
	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 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 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 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
	
	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
	
	SABINE PASS TUG SERVICES, 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











			
	BLACKSTONE DISTRESSED SECURITIES FUND L.P., as a Lender
	
	By: Blackstone Distressed Securities Advisors L.P., its Investment Manager
		
	By	 	/s/ George Fan
	Name:	 	George Fan
	Title:	 	Authorized Signatory











			
	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 CREDIT OPPORTUNITIES FUND (HELIOS), L.P., as a Lender
	
	By: GSO Capital Partners LP, its investment advisor
		
	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











			
	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/ Stephen K. O’Neal
	Name:	 	Stephen K. O’Neal
	Title:	 	Managing Director










 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
	Sabine Pass Tug Services, LLC	  	Cheniere Supply & Marketing, Inc.
	Cheniere Southern Trail Pipeline, L.P.	  	Cheniere Marketing, LLC (formerly Cheniere Marketing, Inc.)
		  	Cheniere Energy Partners GP, LLC
		  	Cheniere Energy Operating Co., Inc.
		  	Sabine Pass Tug Services, LLC
		  	Cheniere Southern Trail Pipeline, L.P.
		  	Corpus Christi LNG, LLC
		  	Creole Trail LNG, L.P.
		  	Cheniere LNG Services S.A.R.L.









 Schedule 1B 
 (To Credit Agreement) 
 LIST OF LNG ENTITIES 
 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 Energy Partners GP, LLC 
 Cheniere Marketing, LLC (formerly Cheniere
Marketing, Inc.) 
 Corpus Christi LNG, LLC 
 Creole Trail LNG,
L.P. 








 Schedule 1C 
 (To Credit Agreement) 
 LIST OF NON-LNG ENTITIES 
 Cheniere Midstream Holdings, Inc. 
 Cheniere Energy Operating Co., Inc.

 Cheniere Pipeline Company 
 Sabine Pass Tug Services, LLC

 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 LNG Entities Guarantee and Collateral Agreement) 
 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. 








 Schedule 1 
 (To Non-LNG Entities Guarantee and Collateral Agreement) 
 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. 
 Sabine Pass Tug Services, LLC 
 Cheniere Southern Trail Pipeline, L.P. 
 Cheniere LNG Services S.A.R.L.