First Amendment to Credit Agreement




 Exhibit 10.63 
 Execution Version 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 15, 2008 (this “Amendment”), is among Cheniere Common Units Holding,
LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below), the several banks and other financial institutions signatories hereto (the
“Lenders”) and The Bank of New York Mellon, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). 
 RECITALS 
 WHEREAS, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent
are parties to a Credit Agreement dated as of August 15, 2008 (as amended, modified or supplemented from time to time, the “Credit Agreement”). 
 WHEREAS, the Borrower has requested that Section 5.18(a) of the Credit Agreement be amended as set forth herein to modify the time period within which CEI is required to increase the number of members of its
board of directors. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in this Amendment, the Borrower,
the other Loan Parties, the Required Lenders and the Administrative Agent agree as follows: 
 1. Defined Terms. Unless otherwise
defined herein, capitalized terms used herein have the meanings assigned to such terms in the Credit Agreement. 
 2. Amendment to Credit
Agreement. Clause (a) of Section 5.18 of the Credit Agreement shall be amended and restated in its entirety to read as follows: 
 “(a) CEI shall increase its board of directors by one member within thirty (30) days of the Required Lenders nominating a proposed new member of the board of directors, provided that such member shall
(i) be acceptable to the board of directors of CEI and (ii) not be an employee of, or other Affiliate of, either the Borrower or any of the Lenders.” 
 3. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: 
 (a) Amendment. The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when
taken together, bear the signatures of the Borrower, the other Loan Parties, the Required Lenders and the Administrative Agent. 
 (b) Representations and Warranties. The representations and warranties set forth in Section 4 below shall be true and correct in all material respects on and as of the date hereof. 








 4. Representations and Warranties. In order to induce the Lenders to enter into this Amendment,
the Loan Parties party hereto hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that: 
 (a) Authorization, No Conflicts. The execution, delivery and performance of this Amendment by each Loan Party that is a party hereto (i) has been duly authorized by all requisite corporate, partnership or limited liability
company and, if required, stockholder, partner or member action of such Loan 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 Loan Party, (2) any order of any Governmental Authority or arbitrator or (3) any provision of any indenture, agreement or other instrument to which such Loan Party is a party or by which it or any
of its property is or may be bound or (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. 
 (b) Enforceability. This
Amendment has been duly executed and delivered by each Loan Party that is a party hereto and constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan 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) Absence of Defaults. Both before and after giving effect to this Amendment, no Default nor Event of Default has occurred and is
continuing. 
 5. Continuing Effect of the Credit Agreement. This Amendment does not constitute a waiver of any provision of the
Credit Agreement and is not to be construed as a consent to any action on the part of the Borrower that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents except as expressly stated
herein. Each of the Borrower and the other Loan Parties hereby confirms and ratifies the Credit Agreement as amended hereby and each of the other Loan Documents to which it is a party and acknowledges and agrees that the same continue in full force
and effect as amended hereby (as applicable). 
 6. Reference to the Credit Agreement. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “herein” or words of like import refer to the Credit Agreement, as amended and affected hereby, and this Amendment shall constitute a Loan Document and
shall be administered and construed pursuant to the terms of the Credit Agreement. 
 7. Arm’s Length/Good Faith. This Amendment
has been negotiated at arm’s length and in good faith by the parties hereto. 
 8. 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. 

 

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 9. References. The words “hereby,” “herein,” “hereinabove,”
“hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment refer to this Amendment as a whole and not to any particular article, section or provision of this
Amendment. 
 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. Headings Descriptive. The headings of the several sections of this Amendment are inserted for
convenience only and do not in any way affect the meaning or construction of any provision of this Amendment. 
 12. Governing Law.
This Amendment is governed by and will be construed in accordance with the law of the State of New York. 
 13. 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. 
 14. 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. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties are signing this Amendment as of the date first above written.

  

			
	CHENIERE COMMON UNITS HOLDING, LLC, as Borrower
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE ENERGY, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Senior Vice President and Chief Financial Officer
	
	CHENIERE MIDSTREAM HOLDINGS, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE LNG SERVICES, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE PIPELINE COMPANY, as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer


 Signature Page to Amendment No. 1 









			
	CHENIERE PIPELINE GP INTERESTS, LLC, as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	GRAND CHENIERE PIPELINE, LLC, as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE SOUTHERN TRAIL GP, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE LNG, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE LNG TERMINALS, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer


 Signature Page to First Amendment to Credit Agreement 









			
	CHENIERE LNG HOLDINGS, LLC, as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE ENERGY SHARED SERVICES, INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE CREOLE TRAIL PIPELINE, L.P., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE CORPUS CHRISTI PIPELINE, L.P., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE LNG O&M SERVICES, LLC, as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer


 Signature Page to First Amendment to Credit Agreement 









			
	CHENIERE ENERGY OPERATING CO., INC., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	SABINE PASS TUG SERVICES, LLC, as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer
	
	CHENIERE SOUTHERN TRAIL PIPELINE, L.P., as a Loan Party
		
	By:	 	/s/ Don A. Turkleson
	Name:	 	Don A. Turkleson
	Title:	 	Chief Financial Officer


 Signature Page to First Amendment to Credit Agreement 









			
	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 ORIGINATION FUNDING PARTNERS LP, as a Lender
	
	By: GSO Capital Partners, LP, its investment advisor
		
	By:	 	/s/ GEORGE FAN
	Name:	 	GEORGE FAN
	Title:	 	CHIEF LEGAL OFFICER


 Signature Page to First Amendment to Credit Agreement 









			
	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


 Signature Page to First Amendment to Credit Agreement 









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


 Signature Page to First Amendment to Credit Agreement 









			
	THE BANK OF NEW YORK MELLON, as Administrative Agent and Collateral Agent
		
	By:	 	/s/ ROBERT D HINGSTON
	Name:	 	ROBERT D HINGSTON
	Title:	 	VICE PRESIDENT


 Signature Page to First Amendment to Credit Agreement