Cheniere Energy Partners LP Holdings, LLC (Form: 8-K, Received: 12/18/2013 17:11:51)

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC

Date: December 18, 2013

/s/ H. Davis Thames

Name: H. Davis Thames

Title: Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2013

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware

001-36234

36-4767730

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

700 Milam Street

Suite 800

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 375-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Underwriting Agreement

On December 12, 2013, Cheniere Energy Partners LP Holdings, LLC (“Holdings”) and Cheniere Energy, Inc. (“Cheniere”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (the “Representatives”) as representatives of the several underwriters named on schedule I therein (the “Underwriters”), providing for the offer and sale in a firm commitment underwritten offering of 36,000,000 common shares representing limited liability company interests in Holdings (the “Common Shares”) at a price of $20.00 per Common Share (or $18.825 per Common Share, net of underwriting discount) (the “Initial Public Offering”). Pursuant to the Underwriting Agreement, Holdings granted the Underwriters a 30-day option to purchase up to an additional 5,400,000 Common Shares to cover over-allotments, on the same terms as the Common Shares sold in the Initial Public Offering. The Common Shares issued pursuant to the Underwriting Agreement were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an effective registration statement on Form S-1 (File No. 333-191298) (the “Registration Statement”). The Initial Public Offering closed on December 18, 2013.

The Underwriting Agreement contains customary representations, warranties and agreements of Holdings and Cheniere, and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Tax Sharing Agreement

On December 18, 2013, Holdings entered into a Tax Sharing Agreement with Cheniere that governs the respective rights, responsibilities, and obligations of Cheniere and Holdings with respect to tax attributes, tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes.

Under the terms of the Tax Sharing Agreement, for each period in which Holdings or any of its subsidiaries is consolidated or combined with Cheniere for purposes of any tax return, Cheniere will prepare a pro forma tax return for Holdings as if Holdings filed its own consolidated, combined or unitary return, except that such pro forma tax return generally will include current income, deductions, credits and losses from Holdings, and a deemed net operating loss carryforward amount. Holdings will be required to reimburse Cheniere for any taxes shown on such pro forma tax returns. The initial deemed net operating loss carryforward amount equals the amount of Holdings’ deferred tax liability for financial reporting purposes immediately prior to the consummation of the Initial Public Offering and will be increased by any current losses or credits that Holdings recognizes based on the pro forma tax returns and will be decreased by any amount that Holdings previously utilized on the pro forma tax returns, but in no event will the deemed net operating loss carryforward amount exceed Cheniere’s then available consolidated net operating loss carryforward. Although Cheniere and Holdings are each generally responsible for managing those disputes that relate to the taxes for which both are responsible, the Tax Sharing Agreement provides that Cheniere will have the responsibility and discretion to prepare and file all consolidated, combined or unitary income tax returns on Holdings’ behalf (including the making of any tax elections), to respond to and conduct all tax proceedings (including tax audits) relating to such tax returns, and to determine the reimbursement amounts in connection with any pro forma tax returns.

The foregoing description of the Tax Sharing Agreement is qualified in its entirety by reference to such Tax Sharing Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Services Agreement

Effective December 18, 2013, Holdings, Cheniere and Cheniere LNG Terminals, LLC, a wholly owned subsidiary of Cheniere, entered into a services agreement (the “Services Agreement”). The Services Agreement provides that Holdings will pay Cheniere a fixed fee of $1 million, subject to adjustment for inflation, for certain

general and administrative services, including the services of Holdings’ directors and officers who are also directors or officers of Cheniere. Holdings will also be required to pay directly or reimburse Cheniere for certain third-party expenses, including any fees that Cheniere incurs on Holdings’ behalf for financial, legal, accounting, tax advisory, and financial advisory services, along with any expenses incurred in connection with printing costs and other administrative and out-of-pocket expenses, and any other expenses that are incurred in connection with the Initial Public Offering or as a result of being a publicly traded entity, including costs associated with annual, quarterly and other reports to Holdings’ shareholders, tax returns and Form 1099-DIV preparation and distribution, exchange listing fees, printing costs, limited liability company governance and compliance expenses and registrar and transfer agent fees. Cheniere will also provide Holdings with cash management services, including treasury services with respect to the payment of dividends and allocation of reserves for taxes. These cash management services are intended to optimize the use of Holdings’ cash on hand and to reduce the likelihood of a change in the amount of any dividend paid to its shareholders across periods other than as a result of any change in the amount of distributions paid by Cheniere Energy Partners, L.P. (“Cheniere Partners”). Cheniere has granted Holdings a license to utilize its trademarks for so long as the company holds Cheniere Partners’ units.

The Services Agreement has an initial term of one year from the date of the closing of the Initial Public Offering, and will automatically renew for additional one-year terms unless notice of nonrenewal is provided by any party to the agreement at least 90 days prior to the next renewal date. Upon the occurrence of certain events resulting in the separation of Holdings and Cheniere, the officers and directors of Holdings who are also directors or officers of Cheniere would resign. Within 60 days after a such a separation event, Holdings may provide notice to Cheniere to terminate the Services Agreement, and the Services Agreement will terminate 90 days after the delivery date of the notice. If Holdings provides notice to terminate at any time after such a separation event, Holdings may request that Cheniere continue to provide services to it for a period of up to six months from the termination notice date.

If Cheniere (i) becomes bankrupt, insolvent, dissolves or ceases its business, (ii) ceases to provide all services required to be performed by it under the Services Agreement for 10 consecutive days or (iii) materially fails to perform its obligations under the Services Agreement which continues uncured for 75 days after Cheniere’s receipt of notice of such failure from Holdings, then Holdings will have the right to terminate the Services Agreement, obtain specific performance, perform or cause to be performed Cheniere’s obligations under the Services Agreement and pursue any and all other remedies available at law or in equity. If Holdings (i) becomes bankrupt, insolvent, dissolves or ceases its business, (ii) materially fails to perform its obligations under the Services Agreement which continues uncured for 30 days after Holdings’ receipt of notice of such failure from Cheniere or (iii) defaults in its payment obligations to Cheniere which remains uncured for 30 days after receipt of written notice of such default from Cheniere, then Cheniere shall have the right to terminate the Services Agreement and pursue any and all other remedies available at law or in equity.

The foregoing description of the Services Agreement is qualified in its entirety by reference to such Services Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

GP Holdco LLC Agreement

On December 13, 2013, Holdings and Cheniere LNG Terminals, LLC, a wholly-owned subsidiary of Cheniere, entered into the Amended and Restated Limited Liability Company Agreement (the “GP Holdco LLC Agreement”) of Cheniere GP Holding Company, LLC (“GP Holdco”). Under the GP Holdco LLC Agreement, Cheniere indirectly owns 100% of the economic interests in GP Holdco, and Holdings owns a non-economic voting interest in GP Holdco. Holdings controls GP Holdco through its non-economic voting interest in GP Holdco, which entitles Holdings to appoint three of the four members of the board of directors of GP Holdco.

Currently, GP Holdco is entitled to appoint four of the eleven members of the board of directors of Cheniere Partners’ general partner. If, at any time, the number of members of the board of directors of Cheniere Partners’ general partner that Cheniere and its affiliates are entitled to appoint increases, GP Holdco will have the right to appoint those additional members.

The members of the board of directors of Cheniere Partners’ general partner that GP Holdco appoints must be approved by a majority of GP Holdco’s board of directors. Because Holdings’ non-economic voting interest in GP Holdco entitles Holdings to appoint three of the four members of GP Holdco’s board of directors, the directors that Holdings appoints to the board of GP Holdco will have the ability to appoint each member of the board of directors of Cheniere Partners’ general partner that GP Holdco is entitled to appoint.

Upon the occurrence of certain events resulting in the separation of Holdings and Cheniere, Holdings’ non-economic voting interest in GP Holdco will be extinguished. If Holdings’ non-economic voting interest in GP Holdco is extinguished, Cheniere will indirectly be the sole owner of GP Holdco and will be entitled to elect each of the members of the board of directors of GP Holdco. At this time, Cheniere would indirectly control the appointment of all of the members of the board of directors of Cheniere Partners’ general partner that Cheniere and its affiliates are entitled to appoint, which is currently four of the eleven board members, and Holdings would not be entitled to appoint any members of the board of directors of Cheniere Partners’ general partner.

The foregoing description of the GP Holdco LLC Agreement is qualified in its entirety by reference to such GP Holdco LLC Agreement, a copy of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

Relationships

Each of Holdings, GP Holdco, Cheniere Partners and Cheniere LNG Terminals, LLC are direct or indirect subsidiaries of Cheniere. As a result, certain individuals, including officers and directors of Holdings, serve as officers and/or directors of more than one of each such entity. As described above, Cheniere and Holdings are parties to the Tax Sharing Agreement and Underwriting Agreement, Holdings, Cheniere and Cheniere LNG Terminals, LLC are parties to the Services Agreement and Holdings and Cheniere LNG Terminals, LLC are parties to the GP Holdco LLC Agreement. Cheniere owns 195,700,000 Common Shares as well as the sole share entitled to vote in the election of directors of Holdings, and therefore controls the management of Holdings. In addition, Cheniere LNG Terminals, LLC owns 100% of the economic interests in GP Holdco. Through its ownership of Holdings and Cheniere LNG Terminals, LLC, Cheniere is actively involved in the operation and management of Cheniere Partners’ general partner, and though Cheniere Partners’ general partner, Cheniere Partners itself.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 12, 2013, Don A. Turkleson was appointed to the Board of Directors (the “Board”) of Holdings. Mr. Turkleson was concurrently appointed to serve as the chairman of the Audit Committee of the Board.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

Effective December 13, 2013, Cheniere entered into the Amended and Restated Limited Liability Company Agreement of Holdings (the “Amended LLC Agreement”). A description of the Amended LLC Agreement is contained in the section entitled “Description of Our Company Agreement and Cheniere Partners’ Partnership Agreement—Our Limited Liability Company Agreement” in Holdings’ final prospectus, dated December 12, 2013 (File No. 333-191298) and filed with the Securities and Exchange Commission on December 16, 2013 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, and is incorporated into this Item 5.03 by reference.

The description of the Amended LLC Agreement incorporated into this Current Report on Form 8-K is qualified in its entirety by reference to such Amended LLC Agreement, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated December 12, 2013, by and among Cheniere Energy Partners LP Holdings, LLC, Cheniere Energy, Inc. and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.

3.1		Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC, dated December 13, 2013.

10.1		Tax Sharing Agreement dated December 18, 2013, between Cheniere Energy Partners LP Holdings, LLC and Cheniere Energy, Inc.

10.2		Services Agreement, dated December 18, 2013, between Cheniere Energy Partners LP Holdings, LLC, Cheniere Energy, Inc. and Cheniere LNG Terminals, LLC.

10.3		Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated December 13, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

1.1		Underwriting Agreement, dated December 12, 2013, by and among Cheniere Energy Partners LP Holdings, LLC, Cheniere Energy, Inc. and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.

3.1		Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC, dated December 13, 2013.

10.1		Tax Sharing Agreement dated December 18, 2013, between Cheniere Energy Partners LP Holdings, LLC and Cheniere Energy, Inc.

10.2		Services Agreement, dated December 18, 2013, between Cheniere Energy Partners LP Holdings, LLC, Cheniere Energy, Inc. and Cheniere LNG Terminals, LLC.

10.3		Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated December 13, 2013.

Exhibit 1.1

Execution Version

Cheniere Energy Partners LP Holdings, LLC

Common Shares

Representing Limited Liability Company Interests

Underwriting Agreement

December 12, 2013

Goldman, Sachs & Co.

Morgan Stanley & Co. LLC

As representatives of the several Underwriters

named in Schedule I hereto

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282-2198

Ladies and Gentlemen:

Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of 36,000,000 common shares (the “Firm Shares”) representing limited liability company interests in the Company (the “Common Shares”), and, at the election of the Underwriters, up to 5,400,000 additional Common Shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, if any, being collectively called the “Shares”).

It is understood and agreed to by all parties that the Company was recently formed by Cheniere Energy, Inc., a Delaware corporation (the “Parent” and, together with the Company, the “Cheniere Parties”), for the purpose of owning certain limited partner interests in Cheniere Energy Partners, L.P., a Delaware limited partnership (“Cheniere Partners”) and a non-economic voting interest in Cheniere GP Holding Company, LLC (“GP HoldCo” and, together with Cheniere Partners and the Company, the “Cheniere Entities”). Cheniere Partners is a publicly traded partnership and is listed on the NYSE MKT LLC (the “Exchange”).

It is further understood and agreed by all parties that the following transactions have occurred or will occur on the date hereof or upon the First Time of Delivery (as defined in Section 4 hereof):

(a)

The Company will succeed as owner of the following interests by way of a merger of certain subsidiaries of Parent into the Company: (i) 45,333,334 class B units, representing limited partner interests in Cheniere Partners (the “Class B Units”), (ii) 135,383,831 subordinated units representing limited partner interests in Cheniere Partners (the “Subordinated Units”), and (iii) 11,963,488 common units representing limited partner interests in Cheniere Partners (the “Common Units” and, together with the Class B Units and the Subordinated Units, the “Cheniere Partners Units”).

(b)

The Parent, in its capacity as the sole member of the Company, will approve, adopt, execute and deliver on behalf of itself and on behalf of each person who purchases a Common Share in the Offering an amended and restated limited liability company agreement of the Company in substantially the form filed as exhibit 3.3 to the Registration Statement (as defined below) (the “LLC Agreement”);

(c)

(i) The services agreement (the “Services Agreement”) pursuant to which, among other things, a wholly owned subsidiary of the Parent will provide certain services to the Company for a nonaccountable overhead reimbursement charge and the Company will reimburse such subsidiary of the Parent for certain costs incurred and (ii) the tax sharing agreement (the “Tax Sharing Agreement”) that will govern the respective rights, responsibilities and obligations of the Cheniere Parties with respect to certain tax matters each will have been approved, adopted, executed and delivered by the Cheniere Parties who are parties thereto; and

(d)

The public offering of the Firm Shares contemplated hereby will be consummated (the “Offering”).

The transactions contemplated above are referred to herein as the “IPO Transactions.” The LLC Agreement, the Services Agreement and the Tax Sharing Agreement are referred to collectively herein as the “Operative Agreements.”

Section 1. The Cheniere Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-191298) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated, or to the knowledge of the Cheniere Parties, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the

Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein, which information consists solely of: (i) the last paragraph of the cover page regarding delivery of the Shares; and (ii) under the heading “Underwriting,” (A) the list of Underwriters and their respective participation in the sale of the Shares and (B) the sixth, ninth, tenth, eleventh, twelfth and twentieth paragraphs of such section (collectively, the “Underwriter Information”);

(c) For the purposes of this Agreement, the “Applicable Time” is 10:00 p.m. (New York City time) on December 12, 2013. The Pricing Prospectus, as supplemented by and taken together with the pricing information set out in Annex I hereto, as of the Applicable Time, did not, and as of the Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus and the pricing information set out in Annex I hereto as of the Applicable Time, did not, and as of the Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein, which information consists solely of the Underwriter Information;

(d) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date and on the Time of Delivery as to each part of the Registration Statement, and as of the applicable filing date and on the Time of Delivery as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, as to the Prospectus, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein, which information consists solely of the Underwriter Information;

(e) From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act. The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with entities that are qualified institutional buyers within the meaning of Rule 144A promulgated under the Act or institutions that are accredited investors within the meaning of Rule 501 promulgated under the Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. Any individual Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Prospectus, complied in all material respects with the Act, and when taken together with the Pricing Prospectus as of the Applicable Time, did not, and as of the First Time of Delivery and as of the Second Time of Delivery, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At least 21 days elapsed between the initial filing of the Registration Statement with the Commission and the commencement of the “road show” as defined in Rule 433(h)(4) under the Act.

(f) The financial statements and related notes thereto included in each of the Pricing Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and Cheniere Partners, as applicable, as of the dates indicated and their respective results of operations and the changes in their respective cash flows at the dates and for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; the other financial information of the Company and Cheniere Partners included in each of the Pricing Prospectus and the Prospectus has been derived from the accounting records of the Company and Cheniere Partners, respectively, and presents fairly in all material respects the information shown thereby; and, except as described in the Pricing Prospectus and the Prospectus, the pro forma financial information included in each of the Pricing Prospectus and

the Prospectus give pro forma effect to the adjustments (as described in Pricing Prospectus and the Prospectus) in all material respects in accordance with the Commission’s rules and guidance with respect to pro forma financial information (except as otherwise stated therein), and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Pricing Prospectus and the Prospectus;

(g) None of the Cheniere Entities nor any of the Cheniere Entities’ subsidiaries, has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, assets, financial position, equity, results of operating or prospects of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capitalization or long-term debt of the Cheniere Entities or any of their respective subsidiaries or any material adverse change, or, to the knowledge of the Company, any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position or partners’ or members’ equity, as the case may be, or results of operations of the Cheniere Entities and their respective subsidiaries, in each case other than as set forth or contemplated in the Pricing Prospectus;

(h) Each of the Cheniere Entities and their respective subsidiaries has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the State of Delaware with full power and authority to enter into and perform its obligations under this Agreement (if a party hereto), to own or lease and to operate its properties and to conduct its business, in each case to the extent described in the Pricing Prospectus and the Prospectus. Each of the Cheniere Entities and their respective subsidiaries is duly qualified to do business as a foreign corporation, limited partnership, or limited liability company, as applicable, and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction;

(i) The Common Units were duly authorized and validly issued in accordance with the First Amended and Restated Agreement of Limited Partnership of Cheniere Partners (the “First Amended LP Agreement”), and are fully paid (to the extent required by the First Amended LP Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)), conform in all material respects to the descriptions thereof contained in the Pricing Prospectus and the Prospectus, and were issued in compliance with federal and state securities laws and not in violation of any preemptive right or resale right;

(j) The Subordinated Units were duly authorized and validly issued in accordance with the First Amended LP Agreement and are fully paid (to the extent required by the First Amended LP Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act), conform in all material respects to the descriptions thereof contained in the Pricing Prospectus and the Prospectus, and were issued in compliance with federal and state securities laws, not in violation of any preemptive right or resale right;

(k) The Class B Units were duly authorized and validly issued in accordance with the Second Amended and Restated Agreement of Limited Partnership of Cheniere Partners (the “Second Amended LP Agreement”) and the Third Amended and Restated Agreement of Limited Partnership of Cheniere Partners (the “Third Amended LP Agreement”), as applicable, and are fully paid (to the extent required by the Second Amended LP Agreement and the Third Amended LP Agreement, as applicable) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, conform in all material respects to the descriptions thereof contained in the Pricing Prospectus and the Prospectus, and were issued in compliance with federal and state securities laws and, except as described in the Pricing Prospectus, not in violation of any preemptive right or resale right;

(l) After giving effect to the IPO Transactions, the Company will own a 100% limited liability company interest in CQH Holdings Company, LLC, a Delaware limited liability company and the sole subsidiary of the Company (“CQH Holdings”), such limited liability company interest will be fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)) and (except as otherwise set forth in the Pricing Prospectus) will be owned directly by the Company, free and clear of all liens, encumbrances, equities or claims other than those set forth in the Constituent Documents (as defined in Section 1(q) hereof) and restrictions on transfer of equity interests under applicable securities laws (collectively, “Liens”);

(m) At the First Time of Delivery or any Second Time of Delivery (as defined in Section 4(a) hereof), as the case may be, the Firm Shares or the Optional Shares to be sold by the Company and the limited liability company interests represented thereby will be duly authorized in accordance with the LLC Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act) and will conform in all material respects to the description of the Common Shares in the Prospectus. Assuming no purchase by the Underwriters of any Optional Shares, at the First Time of Delivery, after giving effect to the IPO Transactions, Parent will own 195,700,000 Common Shares and all of the Voting Shares (as defined in the LLC Agreement) and, other than Common Shares and the sole Voting Share owned by Parent, the Firm Shares will be the only limited liability company interests in the Company issued and outstanding;

(n) After giving effect to the IPO Transactions, Cheniere LNG Terminals, LLC (“Terminals”) will own 100% of the economic limited liability company interests in GP HoldCo and the Company will own 100% of the non-economic limited liability company interests in GP HoldCo; such limited liability company interests will be duly authorized and validly issued in accordance with the limited liability company agreement of GP HoldCo in effect at the time of the issuances thereof (as the same may be amended or restated at or prior to the Time of Delivery, the “GP HoldCo LLC Agreement”) and will be fully paid (to the extent required by the GP HoldCo LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and each of Terminals and the Company will own such respective limited liability company interests free and clear of all Liens.

(o) Each of the Cheniere Parties has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The Company has all requisite limited liability company power and authority to issue, sell and deliver the Shares, in accordance with and upon the terms and conditions set forth in this Agreement, the LLC Agreement, the Pricing Prospectus and the Prospectus. At the First Time of Delivery and any Second Time of Delivery, all corporate and limited liability company action, as the case may be, required to be taken by the Cheniere Parties or the applicable board of directors, for the authorization, issuance, sale and delivery of the Shares, and the consummation of the other transactions contemplated by this Agreement, shall have been validly taken;

(p) This Agreement has been duly authorized, executed and delivered by, or on behalf of, each of the Cheniere Parties;

(q) None of (i) the offering, issuance or sale by the Company of the Shares, (ii) the execution, delivery and performance of this Agreement by the Cheniere Parties or (iii) the consummation of any other transactions contemplated by this Agreement (A) conflicts or will conflict with or constitutes or will constitute a violation of the limited liability company agreement, certificate of formation, certificate of incorporation, bylaws or other constituent document (collectively, the “Constituent Documents”) of any Cheniere Party or any of their respective subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any Cheniere Party or any of their respective subsidiaries is a party or by which any of them or any of their respective properties may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any Cheniere Party or any of their respective subsidiaries or any of their properties or assets in a proceeding to which any of them or their property is a party or (D) results or will result in the creation or imposition of any Lien upon any property or assets of any Cheniere Entity, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of the Cheniere Parties to consummate the transactions provided for in this Agreement;

(r) No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any Cheniere Party or any of their respective subsidiaries or any of their properties or assets is required in connection with (i) the offering, issuance or sale by the Company of the Shares, (ii) the execution, delivery and performance of this Agreement or the fulfillment of the terms thereof by the Cheniere Parties or (iii) the consummation of any other transactions contemplated by this Agreement, except (x) for such permits, consents, approvals and similar authorizations required under the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), blue sky or similar laws of any jurisdiction or by the Financial Industry Regulatory Authority or the Exchange, (y) such permits, consents, approvals, authorizations, orders, registrations, filings or qualifications that have been, or prior to the First Time of Delivery will be, obtained or made, and (z) for such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Cheniere Parties to consummate the transactions provided for in this Agreement;

(s) None of the Cheniere Entities is (i) in violation of (A) its Constituent Documents or (B) any statute, law or regulation or any order, judgment, decree or injunction of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Cheniere Entities or any of their properties or assets or (ii) in breach, default (or an event that, with notice or lapse of time or both, would constitute such a default) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which, with respect to clauses (i)(B) and (ii) breach, default or violation, if continued, would have a Material Adverse Effect;

(t) The statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of our Shares” and “Material U.S. Federal Income Tax Consequences” insofar as such statements purport to summarize certain provisions of documents and legal matters referred to therein, fairly summarize such provisions and legal matters in all material respects, subject to the qualifications and assumptions stated therein;

(u) Other than as set forth in the Pricing Prospectus and Prospectus, there are no legal or governmental proceedings to which any of the Cheniere Parties or any of their respective subsidiaries is a party or of which any property of any of the Cheniere Parties or such subsidiaries is the subject which, if determined adversely to any of the Cheniere Entities or such subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the Cheniere Parties’ knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(v) The Company is not and, solely after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(w) At the time of filing the Initial Registration Statement, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(x) Ernst & Young LLP, who has certified certain financial statements of the Company and Cheniere Partners, as the case may be included in the Pricing Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Cheniere Entities as required by the Act and the rules and regulations of the Commission thereunder;

(y) The Company and Cheniere Partners maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(z) Since the date of the latest audited consolidated balance sheets of the Company or Cheniere Partners included in the Pricing Prospectus, there has been no change in the Company’s or Cheniere Partners’ internal control over financial reporting that has materially affected or is reasonably likely to materially affect, the Company’s or Cheniere Partners’ internal control over financial reporting;

(aa) Except as described in the Pricing Prospectus or the Prospectus, the Company and Cheniere Partners maintain systems of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by their respective principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Since the date of the latest audited consolidated balance sheets of the Company included in the Pricing Prospectus, (i) the Company and Cheniere Partners have not become aware of any material weaknesses in their internal control over financial reporting and (ii) there has been no change in the Company’s or Cheniere Partners’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company or Cheniere Partners’ internal control over financial reporting;

(bb) Except as described in the Pricing Prospectus or the Prospectus, Cheniere Partners maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Cheniere Parties in reports that they submit or file or will submit or file under the Exchange Act is made known to the Cheniere Parties’ management, including their principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rule 13a-15 under the Exchange Act;

(cc) Except as described in the Registration Statement, Pricing Prospectus or Prospectus, there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase any capital stock, limited liability company interests, partnership interests or other equity interests in the Company pursuant to the LLC Agreement, the certificate of formation of the Company, or any other agreement or instrument to which the Company is a party or by which it may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Shares or other securities of the Company other than those that have been waived or satisfied;

(dd) At or before the First Time of Delivery,

(i)

The LLC Agreement will have been duly authorized, executed and delivered by the Parent, and will be a valid and legally binding agreement of the Parent, enforceable against the Parent in accordance with its terms; and

(ii)

The other Operative Agreements will have been duly authorized, executed and delivered by each of the Cheniere Parties party thereto, and, when so executed by each of the other parties thereto in accordance with its terms, each Operative Agreement will be a valid and legally binding agreement of each such Cheniere Party party thereto, enforceable against each such Cheniere Party party thereto in accordance with its terms;

provided, that with respect to each agreement described in this Section 1(dd), the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing;

(ee) Prior to the date hereof, none of the Cheniere Parties or any of their respective affiliates has taken any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares or to result in a violation of Regulation M under the Exchange Act;

(ff) Each of the Cheniere Entities and their respective subsidiaries has good and indefeasible title to all real property and good title to all personal property described in the Pricing Prospectus or the Final Prospectus as owned by the Cheniere Entities and their respective subsidiaries, free and clear of all Liens except (i) as described, and subject to limitations contained, in the Pricing Prospectus and the Prospectus or (ii as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Pricing Prospectus or the Prospectus; with respect to any real property and buildings held under lease by the Cheniere Entities and their respective subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of the

Cheniere Entities and their respective subsidiaries taken as a whole as they have been used in the past as described in the Pricing Prospectus and the Prospectus and are proposed to be used in the future as described in the Pricing Prospectus and the Prospectus; provided , however , that with respect to such leases, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(gg) Except as described in or contemplated by the Pricing Prospectus and the Prospectus, each of the Cheniere Entities and their respective subsidiaries has such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Pricing Prospectus and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and other than as set forth, and subject to the limitations contained, in the Pricing Prospectus and the Prospectus, each of the Cheniere Entities and their respective subsidiaries has fulfilled and performed all of its material obligations with respect to such rights-of-way, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have a Material Adverse Effect;

(hh) Each of the Cheniere Entities and their respective subsidiaries has filed all foreign, federal, state and local tax returns that are required by law to be filed or has requested extensions thereof, except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect and except as set forth in or contemplated in the Pricing Prospectus and Prospectus, and each of the Cheniere Entities has paid or made provision for the payment of all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not reasonably be expected to have a Material Adverse Effect;

(ii) The Cheniere Parties are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which they are engaged, and all such insurance is in full force and effect;

(jj) Except as described in or contemplated by the Pricing Prospectus and the Prospectus, the Cheniere Entities and their respective subsidiaries, as applicable, possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business associated with their assets in their current stage of development, except where the failure so to possess would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; the Cheniere Entities and their respective subsidiaries, as applicable, are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the

aggregate, be reasonably expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and the Cheniere Entities and their respective subsidiaries, as applicable, have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect;

(kk) Other than as set forth in the Pricing Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Cheniere Entities and each of their respective subsidiaries have not violated any, are in compliance with all, and are not subject to liability under any, Environmental Laws (as defined below), (ii) the Cheniere Entities and their respective subsidiaries have made all filings and provided all notices required under any Environmental Law, and have and are in compliance with all, and have not violated any, Permits required under any Environmental Laws and each of them is in full force and effect, (iii) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of the Cheniere Entities, threatened against the Cheniere Entities or any of their respective subsidiaries pursuant to any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any asset, facility or property owned, operated, leased or controlled by the Cheniere Entities or any of their respective subsidiaries, (v) none of the Cheniere Entities or any of their respective subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility forming a part of the Cheniere Entities or any of their respective subsidiaries is (A) listed or proposed for listing on the National Priorities List under CERCLA or is (B) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority and (vii) none of the Cheniere Entities or any of their respective subsidiaries is conducting or paying for in whole or in part any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject to or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law.

For purposes of this Agreement, “Environmental Laws” means all applicable federal, state, foreign and local laws (including common law) or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of the Environment, or, to the extent relating to exposure to Hazardous Materials, public or employee health and safety, including, without limitation, laws relating to (i) emissions, discharges, Releases or threatened Releases of Hazardous Material into the Environment and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, arrangement for disposal, transport or handling of Hazardous Materials. “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata and natural resources such as wetlands, flora and fauna.

“Hazardous Materials” means any substance, material, pollutant, contaminant, chemical, waste, compound or constituent, in any form, including, without limitation, crude oil, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility;

(ll) Except as would not result in a Material Adverse Effect, (i) the Cheniere Entities own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business of the Cheniere Entities and their respective subsidiaries, and (ii) the Cheniere Entities have not received any notice and are not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests in the Cheniere Entities;

(mm) No relationship, direct or indirect, exists between or among any Cheniere Entity or any of its respective affiliates, on the one hand, and the directors, officers, equity holders, affiliates, customers or suppliers of the Company, on the other hand, that is required to be described in the Pricing Prospectus but is not so described;

(nn) Other than as set forth in the Pricing Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) neither of the Cheniere Entities nor their respective subsidiaries or other trades or businesses which would be treated as being a single employer with the Cheniere Entities or any of their respective subsidiaries under Section 4001 of ERISA (an “ERISA Affiliate”) has or reasonably expects to incur any liability for any prohibited transaction or funding deficiency, any partial or complete termination of, with respect to, any pension, profit sharing or other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which the Cheniere Entities or any of their ERISA Affiliates makes or ever has made a contribution and in which any employee of the Cheniere Parties or any of their respective subsidiaries or any of the ERISA Affiliates is or has ever been a participant (each, a “Plan”) and (ii) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan. Neither of the Cheniere Entities nor any of their ERISA Affiliates has incurred or reasonably expects to incur, or would incur if it withdraws from the participation in any Plan, complete or partial material withdrawal liability with respect to any Plan. With respect to such Plans, the Cheniere Entities and each of their respective ERISA Affiliates are in compliance with all applicable provisions of ERISA and the terms of the applicable plans, other than as set forth in the Pricing Prospectus and for any noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(oo) None of the Cheniere Entities or their respective subsidiaries, nor, to the knowledge of the Cheniere Parties, any director, officer, agent, employee or any affiliate of any Cheniere Entity or their respective subsidiaries, is aware of or has taken any action, directly or indirectly, that would reasonably be expected to result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; the Cheniere Entities and their affiliates have conducted their businesses in compliance with the FCPA; and the Parent has instituted and maintains policies and procedures applicable to itself and all of its subsidiaries that are reasonably designed to promote and ensure compliance therewith;

(pp) The operations of the Cheniere Entities and their respective subsidiaries are and have been conducted at all times in compliance with, in each case to the extent applicable, the financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the anti-money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Cheniere Parties with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of each of the Cheniere Entities, threatened; and

(qq) None of the Cheniere Entities or their respective subsidiaries, nor, to the knowledge of any Cheniere Party, any director, officer, agent, employee or affiliate of any Cheniere Entity or their respective subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Section 2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per Firm Share of $18.825, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at their election up to 5,400,000 Optional Shares, at the purchase price per Share set forth in the paragraph above, for the sole purpose of covering sales of Shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per Share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from the Representatives to the Company, given within a period of thirty (30) calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than two (2) or later than ten (10) business days after the date of such notice, provided that the Representatives may determine that the date on which such Optional Shares are to be delivered may be the First Time of Delivery even if such date is less than two (2) business days after the date of such notice of exercise.

The Company is not obligated to deliver any of the Firm Shares or Optional Shares to be delivered on the applicable Time of Delivery, except upon payment for all such Shares to be purchased at the Time of Delivery as provided herein.

Section 3. Upon the authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

Section 4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight (48) hours’ prior notice to the Company, shall be delivered by or on behalf of the Company for the accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight (48) hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on December 18, 2013 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.”

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 9 hereof will be delivered at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002 (the “Closing Location”), and the Shares will be delivered electronically via the facilities of DTC, all at each such Time of Delivery. A meeting will be held at the Closing Location at approximately 5:00 p.m., New York City time, on the Business Day first preceding each such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Section 5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement, the Prospectus, or any Testing-the-Waters Communication prior to the last Time of Delivery which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, other prospectus or any Testing-the-Waters Communication in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information (including, but not limited to, any request for information concerning any Testing-the-Waters Communication); and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, other prospectus, or any Testing-the-Waters Communication or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign limited liability company or to file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the second Business Day succeeding the date of this Agreement (or such later time as agreed by the Representatives and the Company) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus at such places and in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine (9) months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify the Representatives and upon the request of the Representatives to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine (9) months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its security holders as soon as practicable, but in any event not later than sixteen (16) months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) (i) Except as provided for in clause (ii), during the period commencing on the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), not to (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares or any such other securities, or (3) offer, sell, contract to sell, pledge, grant any option to purchase or make any short sale or otherwise transfer or dispose of, directly or indirectly, the Cheniere Partners Units, whether any such transaction described in clauses (1) through (3) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives;

(ii) The restrictions in clause (i) shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of Common Shares upon the conversion of convertible or exchangeable securities or the exercise of warrants described in the Pricing Prospectus and the Prospectus and outstanding as of the date of this Agreement, (c) the issuance of options or warrants to purchase Common Shares and other incentive compensation, including Common Shares, under employee benefit and other incentive compensation plans as in effect on the date of this Agreement and as described in the Pricing Prospectus and the Prospectus, provided that the recipient of such options, warrants or other incentive compensation agrees in writing to be bound for the remainder of the Lock-Up Period by the restrictions set forth herein and the lock-up letters described in Section 9(k), (d) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to an employee benefit and other incentive compensation plans as in effect on the date of this Agreement and as described in the Pricing Prospectus and the Prospectus, and (e) the issuance of Common Shares to Parent pursuant to the IPO Transactions.

(f) To furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, owners’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its consolidated subsidiaries for such quarter in reasonable detail;

(g) During a period of three (3) years from the effective date of the Registration Statement, to furnish to the Representatives copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to the Representatives (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission), in each case to the extent not otherwise available on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) System;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its best efforts to effect the listing, subject to notice of issuance, of the Shares on the Exchange;

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) the time when a prospectus relating to the Shares is not required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) and (ii) the expiration of the Lock-Up Period (as defined herein);

(l) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act; and

(m) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

Section 6. During the Lock-Up Period, Parent agrees not to (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file or participate in the filing of a registration statement under the Act relating to any securities of the Company that are substantially similar to the Common Shares, including but not limited to any options or warrants to purchase Common Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive Common Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives.

Section 7. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus, any Issuer Free Writing Prospectus, any Testing-the-Waters Communication, or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein, which information consists solely of the Underwriter Information.

Section 8. The Cheniere Parties covenant and agree with the several Underwriters to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Cheniere Parties’ counsel and accountants in connection with the authorization, issuance, sale, preparation, delivery and registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (such fees and disbursements of counsel for the Underwriters, together with any fees and disbursements of counsel for the Underwriters incurred in connection with item (v) of this Section 8 not to exceed $10,000); (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Shares (such fees and disbursements of counsel for the Underwriters, together with any fees and disbursements of counsel for the Underwriters incurred in connection with item (iii) of this Section 8 not to exceed $10,000); (vi) the cost of preparing any share certificates; (vii) the cost and charges of any transfer agent or registrar; (viii) all expenses incurred by the Cheniere Parties in connection with any “road show” presentation to potential investors; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 10 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

Section 9. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Cheniere Parties herein are on the date hereof and at and as of such Time of Delivery, true and correct, the condition that the Cheniere Parties shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Cheniere Parties, threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the knowledge of the Cheniere Parties, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives;

(b) Vinson & Elkins L.L.P., counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time of Delivery, in form and substance satisfactory to you, as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Andrews Kurth LLP, counsel for the Company, shall have furnished to you their written opinion dated such Time of Delivery, in substantially the form attached hereto as Exhibit A;

(d) Richards Layton & Finger, P.A., special Delaware counsel for the Company, shall have furnished to you their written opinion dated such Time of Delivery, in substantially the form attached hereto as Exhibit B;

(e) Wilkie Farr & Gallagher LLP, special counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to the Representatives;

(f) On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Ernst & Young LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;

(g) (i) None of the Cheniere Entities shall have sustained since the date of the latest audited consolidated balance sheets included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capitalization or long-term debt of any of the Cheniere Entities or any change, or any development reasonably expected to involve a prospective change, in or affecting the general affairs, management, financial position, owners’ equity or capital stock, as the case may be, or results of operations of any of the Cheniere Entities and their respective subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded any debt securities of any of the Cheniere Entities by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(2) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities of any of the Cheniere Entities;

(i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange or the NASDAQ Stock Market LLC; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange or the NASDAQ Stock Market LLC; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(j) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;

(k) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each person listed in Schedule III hereto, substantially to the effect set forth in Section 5(e) hereof in form and substance satisfactory to you;

(l) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the second New York Business Day succeeding the date of this Agreement;

(m) Substantially concurrent with or prior to the Time of Delivery, each of the IPO Transactions shall have been consummated in all material respects with their description in the Pricing Prospectus; and

(n) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of each of the Cheniere Parties satisfactory to you as to the accuracy of the representations and warranties of the Cheniere Parties, as the case may be, herein at and as of such Time of Delivery, as to the performance by the Cheniere Parties, as the case may be, of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (h) of this Section and as to such other matters as you may reasonably request.

Section 10. (a) The Cheniere Parties, jointly and severally, will indemnify and hold harmless each Underwriter, the directors, officers, managers, employees and agents of each Underwriter, affiliates of each Underwriter who have, or are alleged to have, participated in the distribution of the Shares as underwriters and each person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Registration Statement, not misleading and necessary to make the statements therein, in the case of any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any documented legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Cheniere Parties shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the Cheniere Parties against any losses, claims, damages or liabilities to which the Cheniere Parties may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, which information consists solely of the Underwriter Information; and will reimburse the Cheniere Parties for any legal or other expenses reasonably incurred by the Cheniere Parties in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, be counsel to the indemnifying party) and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. An indemnifying party shall not be required to indemnify an indemnified party for any amount paid or payable by the indemnified party in the settlement of any action, proceeding or investigation without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time (i) an indemnified party enters into a settlement of a proceeding without the consent of

the indemnifying party and (ii) an indemnified party shall have requested the indemnifying party to reimburse the indemnified party for fees and expenses of counsel such indemnifying party is obligated to pay pursuant to subsections (a) and (b) above and the second sentence of this subsection (c) with respect to such proceeding, then the indemnifying party agrees that it shall be liable for such settlement if it shall not have reimbursed the indemnified party for such fees and expenses in accordance with such request within 60 days of such request.

(d) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Cheniere Parties on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Cheniere Parties on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Cheniere Parties on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering received by the Cheniere Parties, before deducting offering expenses, bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Cheniere Parties on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Cheniere Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Cheniere Parties under this Section 10 shall be in addition to any liability which the Cheniere Parties may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each of the Cheniere Parties (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls any Cheniere Party within the meaning of the Act.

Section 11. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven (7) days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh (1/11th) of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh

(1/11th) of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Section 12. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Cheniere Parties and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any of the Cheniere Parties, or any officer or director or controlling person of any of the Cheniere Parties, and shall survive delivery of and payment for the Shares.

Section 13. If this Agreement shall be terminated pursuant to Section 11 hereof, the Cheniere Parties shall not then be under any liability to any Underwriter except as provided in Section 8 and Section 10 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Cheniere Parties will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Cheniere Parties shall then be under no further liability to any Underwriter except as provided in Section 8 and Section 10 hereof.

Section 14. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by Goldman, Sachs & Co. on behalf of you as the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives to each of (i) Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department; and (ii) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; and if to the Cheniere Parties shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Chief Financial Officer; provided, however, that any notice to an Underwriter pursuant to Section 10(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request; provided, however, that notices under Subsection 5(e) shall be in

writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives at each of (i) Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department; and (ii) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Cheniere Parties, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

Section 15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Cheniere Parties and, to the extent provided in Section 10 and Section 12 hereof, the officers, members and directors of any of the Cheniere Parties and each person who controls any of the Cheniere Parties or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

Section 16. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

Section 17. Each of the Cheniere Parties acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of any of the Cheniere Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of any of the Cheniere Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Cheniere Parties on other matters) or any other obligation to any of the Cheniere Parties except the obligations expressly set forth in this Agreement and (iv) the Cheniere Parties have consulted their own legal and financial advisors to the extent they deemed appropriate. Each of the Cheniere Parties agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the Cheniere Parties, in connection with such transaction or the process leading thereto.

Section 18. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Cheniere Parties and the Underwriters, or any of them, with respect to the subject matter hereof.

Section 19. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. Each of the Cheniere Parties agrees that any suit or proceeding arising in respect of this agreement or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and each of the Cheniere Parties agrees to submit to the jurisdiction of, and to venue in, such courts .

Section 20. Each of the Cheniere Parties and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (including, without limitation, the IPO Transactions).

Section 21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

Section 22. Notwithstanding anything herein to the contrary, each of the Cheniere Parties is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to such Cheniere Party relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and return to us five (5) counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and each of the Cheniere Parties. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Cheniere Parties for examination upon request, but without warranty on your part as to the authority of the signers thereof.


		Very truly yours,

		Cheniere Energy Partners LP Holdings, LLC

		By:		/s/ H. Davis Thames
				Name: H. Davis Thames
				Title: Chief Financial Officer

		Cheniere Energy, Inc.

		By:		/s/ H. Davis Thames
				Name: H. Davis Thames
				Title: Chief Financial Officer

Signature Page

Underwriting Agreement


Accepted as of the date hereof:

Goldman, Sachs & Co.

By:		/s/ Matt Leavitt
		Name: Matt Leavitt
		Title: Managing Director

Morgan Stanley & Co. LLC

By:		/s/ Ashley McNeill
		Name: Ashley McNeill
		Title: Executive Director

Signature Page

Underwriting Agreement

SCHEDULE I


Underwriter	Total Number of Firm Shares to be Purchased		Number of Optional Shares to be Purchased if Maximum Option Exercised
Goldman, Sachs & Co.		11,757,797		1,763,670
Morgan Stanley & Co. LLC		11,757,797		1,763,670
Credit Suisse Securities (USA) LLC		2,219,450		332,918
RBC Capital Markets, LLC		2,219,450		332,918
Barclays Capital Inc.		1,387,156		208,073
Citigroup Global Markets Inc.		1,387,156		208,073
J.P. Morgan Securities LLC		1,387,156		208,073
SG Americas Securities, LLC		1,387,156		208,073
Banca IMI S.p.A.		416,147		62,422
HSBC Securities (USA) Inc.		416,147		62,422
Mitsubishi UFJ Securities (USA), Inc.		416,147		62,422
Mizuho Securities USA Inc.		416,147		62,422
Scotia Capital (USA) Inc.		416,147		62,422
SMBC Nikko Securities America, Inc.		416,147		62,422

Total		36,000,000		5,400,000

Schedule I

SCHEDULE II

Issuer Free Writing Prospectuses: [None]

Schedule II

SCHEDULE III

Lock-up Agreements

1. Charif Souki

2. H. Davis Thames

3. R. Keith Teague

4. Meg A. Gentle

5. Don A. Turkleson

Schedule III

ANNEX I

Initial public offering price per Share: $20.00

Number of Firm Shares: 36,000,000

Annex I

EXHIBIT A

Form of Opinion of Andrews Kurth LLP

[Andrews Kurth Letterhead]

December 18, 2013

To each of the Underwriters named

in the Underwriting Agreement referenced herein

c/o Goldman Sachs & Co.

200 West Street

New York, New York 10282-2198

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Re: Common Shares issued by Cheniere Energy Partners LP Holdings, LLC

Ladies and Gentlemen:

We have acted as special counsel to Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “ Issuer ”), in connection with the Underwriting Agreement dated December [12], 2013 (the “ Underwriting Agreement ”) among (i) the Issuer, (ii) Cheniere Energy, Inc., a Delaware corporation (“ CEI ” and together with the Issuer, the “ Cheniere Parties ”), and (ii) Goldman Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “ Underwriters ”), relating to the sale by the Issuer to the Underwriters of 36,000,000 common shares (the “ Firm Securities ”) representing limited liability company interests of the Issuer (the “ Common Shares ”). Pursuant to the Underwriting Agreement, the Issuer has granted an option to the Underwriters to purchase up to an additional 5,400,000 Common Shares (the “ Option Securities ”) to cover over-allotments. The Firm Securities and the Option Securities are collectively referred to herein as the “ Securities .”

We are furnishing this opinion letter to you pursuant to Section [9(c)] of the Underwriting Agreement.

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In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the following:

(a) the registration statement on Form S-1 (File No. 333-191298) relating to the Securities, filed by the Issuer, under the Securities Act of 1933, as amended (the “ Securities Act ”), with the Securities and Exchange Commission (the “ SEC ”) on September 20, 2013, as amended by Amendment No. 1 thereto filed with the SEC on October 18, 2013 Amendment No. 2 thereto, filed with the SEC on November 4, 2013, Amendment No. 3 thereto, filed with the SEC on November 15, 2013 and Amendment No. 4 thereto, filed with the SEC on December 2, 2013 (such registration statement, as so amended at the time it became effective, being referred to herein as the “ Registration Statement ”);

(b) the preliminary prospectus dated December 2, 2013, relating to the Securities in the form filed with the SEC as part of Amendment No. 4 to the registration statement referred to in paragraph (a) above (such preliminary prospectus being referred to herein as the “ Preliminary Prospectus ”);

(c) the prospectus dated December [12], 2013, relating to the Securities in the form filed with the SEC pursuant to Rule 424(b) of the General Rules and Regulations (the “ Rules and Regulations ”) under the Securities Act (such prospectus, being referred to herein as the “ Prospectus ,” and together with the information included in Annex I of the Underwriting Agreement being referred to herein as the “ Disclosure Package ”);

(d) a specimen certificate representing the Common Shares;

(e) the Underwriting Agreement;

(f) the Certificate of Formation of the Issuer, certified by the Secretary of State of the State of Delaware as in effect on [ ] [ ], 2013, and certified by the Secretary of the Issuer as in effect on each of the dates of the adoption of the resolutions specified in paragraph (i) below, the date of the Underwriting Agreement and the date hereof (the “ Issuer Certificate of Formation ”);

(g) the Limited Liability Company Agreement of the Issuer, dated as of July 29, 2013, certified by the Secretary of the Issuer as in effect on each of the dates of the adoption of the resolutions specified in paragraph (i) below and the date of the Underwriting Agreement (the “ Issuer LLC Agreement ”);

(h) the Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of [ ] [ ], 2013, certified by the Secretary of the Issuer as in effect on the date hereof (the “ Issuer Amended and Restated LLC Agreement ”);

(i) resolutions of the Board of Directors of the Issuer dated [ ] [ ], 2013, and resolutions of the Pricing Committee of the Board of Directors of the Issuer dated [ ] [ ], 2013, each certified by the Secretary of the Issuer;

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(j) the Restated Certificate of Incorporation of CEI, as amended, certified by the Secretary of State of the State of Delaware as in effect on [ ] [ ], 2013, and certified by the Secretary of CEI as in effect on each of the dates of the adoption of the resolutions specified in paragraph (l) below, the date of the Underwriting Agreement and the date hereof (the “ CEI Certificate of Incorporation ”);

(k) the Amended and Restated Bylaws of CEI, dated as of January 29, 2004, as amended, certified by the Secretary of CEI as in effect on each of the dates of the adoption of the resolutions specified in paragraph (l) below, the date of the Underwriting Agreement and the date hereof (the “ CEI Bylaws ”);

(l) resolutions of the Board of Directors of CEI dated [ ] [ ], 2013, certified by the Secretary of CEI;

(m) the Certificate of Limited Partnership of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”), dated November 21, 2006, certified by the Secretary of State of the State of Delaware as in effect on [ ] [ ], 2013, and certified by the Secretary of Cheniere Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), as in effect on the respective dates on which the Common Units, Subordinated Units and Class B Units (each as defined below) were authorized and issued;

(n) (i) the Agreement of Limited Partnership of the Partnership, dated as of [ ] [ ], 2006, certified by the Secretary of the General Partner as in effect on the respective dates on which certain Common Units and Subordinated Units were authorized, (ii) the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 6, 2007 (the “ First Amended LP Agreement ”) certified by the Secretary of the General Partner as in effect on the respective dates on which certain Common Units and Subordinated Units were authorized and issued, (iii) the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of June 11, 2012 (the “ Second Amended LP Agreement ”), certified by the Secretary of the General Partner as in effect on the respective dates on which certain Class B Units were authorized and issued, and (iv) the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 9, 2012 (the “ Third Amended LP Agreement ”), certified by the Secretary of the General Partner as in effect on the date certain Common Units and Class B Units were issued;

(o) the Certificate of Formation of the General Partner, dated November 21, 2006, certified by the Secretary of the General Partner as in effect from the date thereof, including the respective dates on which the Common Units, Subordinated Units and Class B Units were authorized and issued, through and including the date hereof (the “ GP Certificate of Formation ”);

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(p) (i) the Limited Liability Company Agreement of the General Partner, dated as of [ ] [ ], 2006, certified by the Secretary of the General Partner as in effect on the respective dates on which the Subordinated Units and certain Common Units were authorized and issued, (ii) the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of August 6, 2007, certified by the Secretary of the General Partner as in effect on the respective dates on which certain Common Units and Class B Units were authorized and issued, and (iii) the Third Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of August 9, 2012, certified by the Secretary of the General Partner as in effect on the respective dates on which certain Common Units and Class B Units were authorized and issued (the “ GP LLC Agreement ”);

(q) resolutions of the Board of Directors of the General Partner, dated as of [ ] [ ], 2006, [ ] [ ], 2007, [ ] [ ], 2011, [ ] [ ], 2012 and [ ] [ ], 2013 certified by the Secretary of the General Partner;

(r) the Certificate of Formation of CQH Holdings Company, LLC, a Delaware limited liability company (“ CQH Holdings ”), certified by the Secretary of State of the State of Delaware as in effect on [ ] [ ], 2013, and certified by the Secretary of CQH Holdings as in effect on the date hereof (the “ CQH Holdings Certificate of Formation ”);

(s) the Amended and Restated Limited Liability Company Agreement of CQH Holdings, dated [ ] [ ], 2013, certified by the Secretary of the Issuer as in effect on the date hereof (the “ CQH LLC Agreement ”);

(t) the Certificate of Formation of Cheniere GP Holding Company, LLC, a Delaware limited liability company (“ GP HoldCo ”), certified by the Secretary of State of the State of Delaware as in effect on [ ] [ ], 2013, and certified by the Secretary of GP HoldCo as in effect on the date hereof (the “ GP HoldCo Certificate of Formation ”);

(u) the Limited Liability Company Agreement of GP HoldCo, dated as of [ ] [ ], 2013, certified by the Secretary of GP HoldCo as in effect on the date hereof (the “ GP HoldCo LLC Agreement ”);

(v) the Certificate of Formation of Cheniere Energy Investments, LLC, a Delaware limited liability company (“ Investments ”), as filed with the Secretary of State of the State of Delaware on November 21, 2006, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Investments as in effect at all times from the date thereof through and including the date hereof (the “ Investments Certificate of Formation ”);

(w) the Amended and Restated Limited Liability Company Agreement of Investments dated as of August 9, 2012, certified by a duly authorized officer of Investments as in effect at all times from the date thereof through and including the date hereof (the “ Investments LLC Agreement ”);

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(x) the Certificate of Formation of Sabine Pass LNG-GP, LLC, a Delaware limited liability company (“ Sabine GP ”), as filed with the Secretary of State of the State of Delaware on June 30, 2010, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Sabine GP as in effect at all times from the date thereof through and including the date hereof (the “ Sabine GP Certificate of Formation ”);

(y) the Amended and Restated Limited Liability Company Agreement of Sabine GP dated as of August 9, 2012, certified by a duly authorized officer of Sabine GP as in effect at all times from the date thereof through and including the date hereof (the “ Sabine GP LLC Agreement ”);

(z) the Certificate of Formation of Sabine Pass LNG-LP, LLC, a Delaware limited liability company (“ Sabine LP ”), as filed with the Secretary of State of the State of Delaware on February 27, 2005, as amended by the Certificate of Amendment thereto filed on July 22, 2005, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Sabine LP as in effect at all times from the date thereof through and including the date hereof (the “ Sabine LP Certificate of Formation ”);

(aa) the Amended and Restated Limited Liability Company Agreement of Sabine LP, dated as of August 9, 2012, certified by a duly authorized officer of Sabine LP as in effect at all times from the date thereof through and including the date hereof (the “ Sabine LP LLC Agreement ”);

(bb) the Certificate of Limited Partnership of Sabine Pass LNG, L.P., a Delaware limited partnership (“ Sabine Pass LNG ”), as filed with the Secretary of State of the State of Delaware on October 20, 2003, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Sabine GP, as the general partner of Sabine Pass LNG, as in effect at all times from the date thereof through and including the date hereof (the “ Sabine Pass LNG Certificate of Limited Partnership ”);

(cc) the Sixth Amended and Restated Agreement of Limited Partnership of Sabine Pass LNG dated as of June 30, 2010, certified by a duly authorized officer of Sabine GP, as the general partner of Sabine Pass LNG, as in effect at all times from the date thereof through and including the date hereof (the “ Sabine Pass LNG LP Agreement ”);

(dd) the Certificate of Formation of Cheniere Midstream Services, LLC, a Delaware limited liability company (“ Midstream ”), as filed with the Secretary of State of the State of Delaware on February 22, 2010, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Midstream as in effect at all times from the date thereof through and including the date hereof (the “ Midstream Certificate of Formation ”);

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(ee) the Amended and Restated Limited Liability Company Agreement of Midstream, dated as of August 9, 2012, certified by a duly authorized officer of Midstream as in effect at all times from the date thereof through and including the date hereof (the “ Midstream LLC Agreement ”);

(ff) the Certificate of Formation of Cheniere NGL Pipeline, LLC, a Delaware limited liability company (“ Cheniere Pipeline ”), as filed with the Secretary of State of the State of Delaware on February 22, 2010, certified as of a recent date by the Secretary of State of the State of Delaware, and certified a duly authorized officer of Cheniere Pipeline as in effect at all times from the date thereof through and including the date hereof (the “ Cheniere Pipeline Certificate of Formation ”);

(gg) the Amended and Restated Limited Liability Company Agreement of Cheniere Pipeline, dated as of August 9, 2012, certified by a duly authorized officer of Cheniere Pipeline as in effect at all times from the date thereof through and including the date hereof (the “ Cheniere Pipeline LLC Agreement ”);

(hh) the Certificate of Formation of Sabine Pass Liquefaction, LLC, a Delaware limited liability company (“ Liquefaction ”), as filed with the Secretary of State of the State of Delaware on June 24, 2010, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Liquefaction as in effect at all times from the date thereof through and including the date hereof (the “ Liquefaction Certificate of Formation ”);

(ii) the First Amended and Restated Limited Liability Company Agreement of Liquefaction dated as of July 31, 2012, certified by a duly authorized officer of Liquefaction as in effect at all times from the date thereof through and including the date hereof (the “ Liquefaction LLC Agreement ”);

(jj) the Certificate of Formation of Sabine Pass Tug Services, LLC, a Delaware limited liability company (“ Tug Services” ), as filed with the Secretary of State of the State of Delaware on June 22, 2006, certified as of a recent date by the Secretary of State of the State of Delaware, and certified by a duly authorized officer of Tug Services as in effect at all times from the date thereof through and including the date hereof (the “ Tug Services Certificate ”);

(kk) the Amended and Restated Limited Liability Company Agreement of Tug Services, dated as of August 9, 2012, certified by a duly authorized officer of Tug Services as in effect at all times from the date thereof through and including the date hereof (the “ Tug Services LLC Agreement ”);

(ll) a certificate dated the date hereof (the “ Issuer Opinion Support Certificate ”), executed by the Chief Financial Officer of the Issuer, a copy of which is attached hereto as Exhibit A;

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(mm) a certificate dated the date hereof (the “ CEI Opinion Support Certificate ”), executed by the Chief Financial Officer of CEI, a copy of which is attached hereto as Exhibit B; and

(nn) each of the Applicable Agreements (as defined below).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Cheniere Parties and such agreements, certificates of public officials, certificates of officers or other representatives of the Cheniere Parties and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as certified or photostatic copies. As to any facts material to the opinions and statements expressed herein that we did not independently establish or verify, we have relied, to the extent we deem appropriate, upon (i) oral or written statements and representations of officers and other representatives of the Cheniere Parties (including, without limitation, the facts certified in the Issuer Opinion Support Certificate and the CEI Opinion Support Certificate) and (ii) statements and certifications of public officials and others.

As used herein the following terms have the respective meanings set forth below:

“ Applicable Agreements ” means those agreements and other instruments identified on Schedule 1 of each of the Issuer Opinion Support Certificate and CEI Opinion Support Certificate, which have been certified by officers of the Issuer and CEI, as applicable, as being every indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or other agreement that is material in relation to the business, operations, affairs, financial condition, assets, or properties of the Issuer and its subsidiaries, considered as a single enterprise.

“ Applicable Constituent Documents ” means, collectively, the Third Amended LP Agreement, the CQH LLC Agreement, the GP LLC Agreement, the GP HoldCo Certificate of Formation, the GP HoldCo LLC Agreement, the Investments Certificate of Formation, the Investments LLC Agreement, the Sabine GP Certificate of Formation, the Sabine GP LLC Agreement, the Sabine LP Certificate of Formation, the Sabine LP LLC Agreement, the Sabine Pass LNG Certificate of Limited Partnership, the Sabine Pass LNG LP Agreement, the Midstream Certificate of Formation, the Midstream LLC Agreement, the Cheniere Pipeline Certificate of Formation, the Cheniere Pipeline LLC Agreement, the Liquefaction Certificate of Formation, the Liquefaction LLC Agreement, the Tug Services Certificate the Tug Services LLC Agreement.

“ Cheniere Entities ” means, together, the Company, the Partnership and GP Holdco.

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“ Organizational Documents ” means, collectively, the Issuer Certificate of Formation, the Issuer LLC Agreement or the Issuer Amended and Restated LLC Agreement, the CEI Certificate of Incorporation and the CEI Bylaws.

“ Person ” means a natural person or a legal entity organized under the laws of any jurisdiction.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. The Partnership is validly existing as a limited partnership and in good standing under the laws of the State of Delaware. CEI is validly existing as a corporation and in good standing under the laws of the State of Delaware. Each of the Cheniere Entities and CEI is duly registered or qualified to do business in and is in good standing as a foreign limited partnership, foreign limited liability company or foreign corporation, as applicable, in each jurisdiction set forth opposite its name on Annex A to this opinion.

2. The Issuer and CEI each have the limited liability company or corporate, as applicable, power and authority under the laws of the State of Delaware to execute and deliver, and incur and perform all of its respective obligations under the Underwriting Agreement. The Issuer has the limited liability company power and authority under the laws od the State of Delaware to issue, sell and deliver the [Firm] Securities. The Partnership has the limited partnership power and authority under the laws od the State of Delaware to carry on its business and own its properties in all material respects as described in the Registration Statement and the Prospectus.

3. The Underwriting Agreement has been duly authorized, executed and delivered by the Cheniere Parties.

4. The [Firm] Securities and the limited liability company interests represented thereby have been duly authorized by the Issuer and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid (to the extent required under the Issuer Amended and Restated LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”)). After giving effect to the IPO Transactions, as defined in the Underwriting Agreement, and the offering of the [Firm] Securities as contemplated by the Underwriting Agreement, the issued and outstanding limited liability company interests of the Issuer will consist of 231,700,000 Common Shares and one Voting Share (as such term is defined in the Issuer Amended and Restated LLC Agreement).

5. The holders of outstanding Common Shares of the Issuer are not entitled to any preemptive rights under the Issuer Certificate of Formation, the Issuer Amended and Restated LLC Agreement or any Applicable Agreement to subscribe for the Securities.

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6. The Issuer owns (i) 11,963,488 common units representing limited partner interests in the Partnership (the “ Common Units ”) and 135,383,831 Subordinated Units (as defined in the Third Amended LP Agreement), and such Common Units and Subordinated Units have been duly authorized and validly issued in accordance with the First Amended LP Agreement, the Second Amended LP Agreement or the Third Amended LP Agreement, as applicable, and are fully paid (to the extent required by the First Amended LP Agreement, the Second Amended LP Agreement or the Third Amended LP Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”)); and the Issuer owns such limited partner interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Issuer as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) other than those created by or arising under Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or contained in the Third Amended LP Agreement or Issuer Amended and Restated LLC Agreement.

7. The Issuer owns 45,333,334 Class B Units (as defined in the Third Amended LP Agreement), and such limited partner interests have been duly authorized and validly issued in accordance with the Second Amended LP Agreement and the Third Amended LP Agreement, as applicable, and are fully paid (to the extent required by the Second Amended LP Agreement or the Third Amended LP Agreement, as applicable) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the Issuer owns such limited partner interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Issuer as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) other than those created by or arising under Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or contained in the Third Amended LP Agreement, the Issuer Amended and Restated LLC Agreement or in that certain Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among CEI, the Partnership, the General Partner, the Issuer, Blackstone CQP Holdco LP and the other investors party thereto from time to time (the “ Investors’ Rights Agreement ”).

8. The outstanding Common Units, the outstanding Class B Units, the Subordinated Units and the Incentive Distribution Rights (as defined in the Third Amended LP Agreement) are the only limited partner interests in the Partnership issued and outstanding.

9. The Issuer owns all of the issued and outstanding limited liability company interests of CQH Holdings; such limited liability company interests have been duly authorized and validly issued in accordance with the CQH Holdings LLC Agreement, and are fully paid and non-assessable (except as such non-assessability may be affected by matters described in Section 18-607 and 18-804 of the Delaware LLC Act); and the Issuer

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owns such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Issuer as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) other than those created by or arising under Sections 18-607 and 18-804 of the Delaware LLC Act or contained in the CQH LLC Agreement.

10. Cheniere LNG Terminals, LLC owns 100% of the Class B Membership Interest (as defined in the GP HoldCo LLC Agreement) in GP HoldCo and the Issuer owns 100% of the Class A Membership Interest (as defined in the GP HoldCo LLC Agreement) in GP HoldCo; and such limited liability company interests have been duly authorized and validly issued in accordance with the GP HoldCo LLC Agreement and such limited liability company interests are fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act); and Cheniere LNG Terminals, LLC and the Issuer each own such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Cheniere LNG Terminals, LLC or the Issuer as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) other than those created by or arising under Sections 18-607 and 18-804 of the Delaware LLC Act or contained in the GP HoldCo LLC Agreement.

11. The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in Cheniere Partners; such general partner interest has been duly authorized and validly issued in accordance with Third Amended LP Agreement; and the General Partner owns such general partner interest free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file in the office of the Secretary of State of the State of Delaware, (ii) other than those created by or arising under Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or contained in the Third Amended LP Agreement or the Investors’ Rights Agreement.

12. GP HoldCo directly owns 100% of the outstanding limited liability company interests of the General Partner; such limited liability company interests have been duly authorized and validly issued in accordance with the GP LLC Agreement and are fully paid (to the extent required under the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and GP HoldCo owns such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming GP HoldCo as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) other than those created by or arising under Section 18-607 and 18-804 of the Delaware LLC Act or contained in the GP LLC Agreement.

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13. The Partnership directly owns 100% of the outstanding limited liability company interests of Investments; such limited liability company interests have been duly authorized and validly issued in accordance with the Investments LLC Agreement and are fully paid (to the extent required under the Investments LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) other than those created by or arising under Section 18-607 and 18-804 of the Delaware LLC Act or contained in the Investments LLC Agreement.

14. Investments directly owns 100% of the outstanding limited liability company interests of each of Sabine GP, Sabine LP, Midstream and Cheniere Pipeline; such limited liability company interests have been duly authorized and validly issued in accordance with the Sabine GP LLC Agreement, Sabine LP LLC Agreement, Midstream LLC Agreement and Cheniere Pipeline LLC Agreement, as applicable, and are fully paid (to the extent required under such Applicable Constituent Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Investments owns such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Investments as debtor is on file in the office of the Secretary of State of the State of Delaware, or (ii) other than those created by or arising under Section 18-607 and 18-804 of the Delaware LLC Act or contained in such Applicable Constituent Documents.

15. Sabine GP directly owns 100% of the outstanding general partner interests of Sabine Pass LNG; such general partner interests have been duly authorized and validly issued in accordance with the Sabine Pass LNG LP Agreement; and Sabine GP directly owns such general partner interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Operating GP as debtor is on file in the office of the Secretary of State of the State of Delaware, (ii) except for liens granted to secure indebtedness outstanding under that certain Indenture, dated November 2, 2006, as supplemented, between Sabine Pass LNG and The Bank of New York, as Trustee (the “ Sabine 2006 Indenture ”), (iii) except for liens granted to secure indebtedness outstanding under that certain Indenture, dated as of October 16, 2012, between Sabine Pass LNG and The Bank of New York Mellon, as trustee (the “ Sabine 2012 Indenture ”) or (iv) other than those created by or arising under Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or contained in the Sabine Pass LNG LP Agreement.

A-11

16. Sabine LP directly owns 100% of the outstanding limited partner interests of Sabine Pass LNG; such limited partner interests have been duly authorized and validly issued in accordance with the Sabine Pass LNG LP Agreement and are fully paid (to the extent required under the Sabine Pass LNG LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and Sabine LP directly owns such limited partner interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Sabine LP as debtor is on file in the office of the Secretary of State of the State of Delaware, (ii) except for liens created to secure indebtedness outstanding under those agreements listed in Exhibits [10.66, 10.67, 10.68, 10.69 and 10.70] to the Registration Statement (collectively, the “ SPL Credit Agreements ”), (iii) except for liens granted to secured indebtedness outstanding under the Sabine 2006 Indenture or the Sabine 2012 Indenture or (iv) other than those created by or arising under Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or contained in the Sabine Pass LNG LP Agreement.

17. Sabine Pass LNG directly owns 100% of the outstanding limited liability company interests Tug Services; such limited liability company interests have been duly authorized and validly issued in accordance with the Tug Services LLC Agreement and are fully paid (to the extent required under the Tug Services LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Sabine Pass LNG owns such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Sabine Pass LNG as debtor is on file in the office of the Secretary of State of the State of Delaware, (ii) except for liens granted to secured indebtedness outstanding under the Sabine 2006 Indenture or the Sabine 2012 Indenture or (iii) other than those created by or arising under Sections 18-607 and 18-804 of the Delaware LLC Act or contained in the Tug Services LLC Agreement.

18. Sabine LP directly owns 100% of the outstanding limited liability company interests of Liquefaction; such limited liability company interests have been duly authorized and validly issued in accordance with the Liquefaction LLC Agreement and are fully paid (to the extent required under the Liquefaction LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Sabine LP owns such limited liability company interests free and clear of all liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Sabine LP as debtor is on file in the office of the Secretary of State of the State of Delaware, (ii) except for liens to secure indebdtedness outstanding under that certain Indenture, dated as of February 1, 2013, as supplemented, between Liquefaction and The Bank of New York Mellon, as trustee, (iii) except for liens to secure indebtedness outstanding under the Liquefaction Credit Agreement or (iv) other than those created by or arising under Sections 18-607 and 18-804 of the Delaware LLC Act or contained in the Liquefaction LLC Agreement.

19. Except as disclosed in the Registration Statement or the Prospectus, no Person has the right, which has not been waived, under any Applicable Agreement to require the registration under the Securities Act of any sale of securities issued by the Issuer, by reason of the filing or effectiveness of the Registration Statement.

A-12

20. None of (i) the execution and delivery by the Cheniere Parties of the Underwriting Agreement and (ii) the consummation by the Issuer of the issuance and sale of the [Firm] Securities pursuant to the Underwriting Agreement, (A) constituted, constitutes or will constitute a violation of any Organizational Document, (B) constituted, constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default), under any Applicable Agreement, (C) resulted, results or will result in the creation of any security interest in, or lien upon, any of the property or assets of the Cheniere Parties pursuant to any Applicable Agreement, or (D) resulted, results or will result in any violation of (i) applicable laws of the State of Texas, (ii) applicable laws of the United States of America, (iii) the Delaware LLC Act, (iv) the Delaware General Corporation Law (the “ DGCL ”), or (v) applicable laws of the State of New York.

21. No Governmental Approval or Filing, which has not been obtained or made and is not in full force and effect, is required to authorize, or is required for, the execution and delivery by the Cheniere Parties of the Underwriting Agreement or the consummation of the issuance and sale of the [Firm] Securities pursuant to the Underwriting Agreement. As used in this paragraph, “ Governmental Approval or Filing ” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any executive, legislative, judicial, administrative or regulatory body of the State of Texas, the State of Delaware, or the United States of America, pursuant to (i) applicable laws of the State of Texas, (ii) the Delaware LLC Act, (iii) the DGCL, (iv) applicable laws of the State of New York, or (v) applicable laws of the United States of America.

22. The statements under the captions “Dividend and Distribution Policies,” “Description of Our Shares” and “Description of Our Company Agreement and Cheniere Partners’ Partnership Agreement” in the Preliminary Prospectus and the Prospectus, insofar as such statements purport to summarize certain provisions of documents and legal matters referred to therein and reviewed by us as described above, fairly summarize such provisions and legal matters in all material respects, subject to the qualifications and assumptions stated therein.

23. The statements under the caption “Material U.S. Federal Income Tax Consequences” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects, subject to the qualifications and assumptions therein; and our opinion filed as Exhibit 8.1 to the Registration Statement is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.

A-13

In addition, we have participated in conferences with officers and other representatives of the Cheniere Parties, the independent registered public accounting firm for the Cheniere Parties, your counsel and your representatives at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although we have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs 13 and 14 above), on the basis of the foregoing (relying with respect to factual matters to the extent we deem appropriate upon statements by officers and other representatives of the Cheniere Parties), (a) we confirm to you that, in our opinion, each of the Registration Statement, as of its effective date, the Preliminary Prospectus, as of its date, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except that we express no statement or belief as to Regulation S-T), (b) we have not become aware of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Preliminary Prospectus or the Prospectus, and are not so summarized and (c) furthermore, no facts have come to our attention that have led us to believe that (i) the Registration Statement, at the time it became effective, insofar as relating to the offering of the Securities, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as of [ : ] [a.m./p.m.] on [ ] [ ], 2013 (which you have informed us is a time prior to the time of the first sale of Securities by any Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that we express no opinion, statement or belief in this letter with respect to (i) the historical and pro forma financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon, (ii) any other financial or accounting data, included or incorporated or deemed incorporated by reference in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus, (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement, and (iv) the exclusion from the Preliminary Prospectus of any pricing information (and directly related disclosure) included in the Prospectus.

Furthermore, we advise you that according to the effectiveness order of the SEC (regarding the Registration Statement) appearing in the SEC’s Electronic Data Gathering, Analysis, and Retrieval system, the Registration Statement was declared effective under the Securities Act on [ ], 2013. In addition, based solely on our review of the information made available by the SEC at http://www.sec.gov/litigation/stoporders.shtml, we confirm that the SEC has not issued any stop order suspending the effectiveness of the Registration Statement. To our knowledge, based solely on our participation in the conferences mentioned above regarding the Registration Statement, no proceedings for that purpose are pending or have been instituted or threatened by the SEC.

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We express no opinion as to the laws of any jurisdiction other than (i) applicable laws of the State of New York, (ii) applicable laws of the State of Texas, (iii) applicable laws of the United States of America, (iv) certain other specified laws of the United States of America to the extent referred to specifically herein, (v) the Delaware LP Act, (vi) the Delaware LLC Act and (vii) the DGCL. References herein to “applicable laws” mean those laws, rules and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Underwriting Agreement, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and that are not the subject of a specific opinion herein referring expressly to a particular law or laws; provided however , that such references (including, without limitation, those appearing in paragraphs 11 and 12 above) do not include any municipal or other local laws, rules or regulations, or any antifraud, environmental, labor, securities, tax, insurance or antitrust, laws, rules or regulations.

Our opinions expressed herein are subject to the following additional assumptions and qualifications:

(i) The opinions set forth in paragraph 1 above as to the valid existence and good standing of the Cheniere Entities and CEI, as applicable, are based solely upon our review of certificates and other communications from the appropriate public officials.

(ii) In rendering the opinion set forth in paragraph 4 above, we have assumed that the certificates representing the [Firm] Securities will be signed by one of the authorized officers of the Issuer’s duly appointed transfer agent and registrar for the Securities and registered by such transfer agent and registrar and will conform to the specimen thereof examined by us.

(iii) The opinions in paragraphs 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 above as to the ownership of the issued and outstanding equity interests of the Persons referred to in such paragraphs are based solely upon our review of the Applicable Constituent Documents of each such Person. We have assumed that the Applicable Constituent Documents of each such Person accurately reflect the ownership of all of the issued and outstanding equity interests of such Person as of the dates of such Applicable Constituent Documents, and we express no opinion as to (and have assumed that there has not been) any resale, transfer, or issuance of any equity interest of any such Person subsequent to the respective dates of such Applicable Constituent Documents. The opinions in such paragraphs as to liens in respect of which financing statements have been filed in the office of the Secretary of State of the State of Delaware are based solely upon our review of results of lien searches performed in the office of the Secretary of State of the State of Delaware through [ ] [ ], 2013.

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(iv) In rendering the opinions set forth in paragraph 20 above regarding Applicable Agreements, we do not express any opinion as to whether the execution or delivery by the Cheniere Parties of the Underwriting Agreement, or the incurrence or performance by the Cheniere Parties of its respective obligations thereunder, will constitute a violation of, or a default under or as a result of, any covenant, restriction or provision with respect to any financial ratio or test or any aspect of the financial condition or results of operation of the Cheniere Parties.

(v) This disclosure is provided to comply with Treasury Circular 230. Our opinions set forth in paragraph 23 above are not intended or written to be used, and cannot be used, by any person for the purpose of avoiding tax penalties that may be imposed on the person. Such opinions were written to support the promoting, marketing, or recommending of the transactions or matters addressed by this written advice, and the taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. No limitation has been imposed by our firm on disclosure of the tax treatment or tax structure of the transaction.

This opinion is being furnished only to you in connection with the sale of the [Firm] Securities under the Underwriting Agreement occurring today and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other Person, including any purchaser of any Security from you and any subsequent purchaser of any Security, without our express written permission. The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in law.

A-16

To Each of the Persons Listed

on Schedule A Attached Hereto

, 2013

Page 1

EXHIBIT B

Form of Opinion of Richards Layton & Finger, P.A.

[Letterhead of Richards, Layton & Finger, P.A.]

, 2013

To Each of the Persons Listed

on Schedule A Attached Hereto

Re:

Cheniere Energy Partners LP Holdings, LLC

Cheniere GP Holding Company, LLC

Ladies and Gentlemen:

We have acted as special Delaware counsel for Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), and Cheniere GP Holding Company, LLC, a Delaware limited liability company (“GP Holdco”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following:

(a) The Certificate of Formation of the Company, dated July 29, 2013 (the “Company Certificate”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on July 29, 2013;

(b) The Limited Liability Company Agreement of the Company, dated as of July 30, 2013, executed by Cheniere Energy, Inc. (“CEI”), as the sole member;

A-1

To Each of the Persons Listed

on Schedule A Attached Hereto

, 2013

Page 2

(c) The Amended and Restated Limited Liability Company Agreement of the Company, dated as of , 2013 (the “Company Agreement”), executed by CEI as the sole member;

(d) The Certificate of Formation of GP Holdco, dated [as of] , 2013 (the “GP Holdco Certificate”), as filed in the office of the Secretary of State on , 2013;

(e) The Limited Liability Company Agreement of GP Holdco, dated as of , 2013, executed by Cheniere Development, Inc., as the Class B Member (“CDI”);

(f) The Contribution Agreement, dated as of , 2013, between CDI and Cheniere LNG Terminals, LLC (“Terminals”), relating to the contribution of the Class B Membership Interests in GP Holdco;

(g) The Joinder to Limited Liability Company Agreement of GP Holdco, dated as of , 2013, by Cheniere LNG, Inc. (“Cheniere LNG”), relating to the admission of Cheniere LNG as a Class A Member of GP Holdco;

(h) The Certificate of Merger, dated as of , 2013, as filed in the office of the Secretary of State on , 2013;

(i) The Merger Agreement, dated as of , 2013, between Cheniere LNG and the Company;

(j) The Amended and Restated Limited Liability Company Agreement of GP Holdco, dated as of , 2013 (the “GP Holdco Agreement”), executed by the Company and Terminals, as the members;

(k) [The Registration Statement on Form S-1, including a preliminary prospectus (the “Pricing Prospectus”), relating to the registration of common shares representing limited liability company interests in the Company (each, a “Common Share” and collectively, the “Common Shares”), as filed with the Securities and Exchange Commission (the “Commission”) on or about , 2013 (the “Registration Statement”);]

A-2

To Each of the Persons Listed

on Schedule A Attached Hereto

, 2013

Page 3

(l) [The Prospectus and Statement of Additional Information, as filed with the Commission on or about , 2013 (the “Prospectus”), relating to the Common Shares;]

(m) A Certificate of Good Standing for the Company, dated , 2013, obtained from the Secretary of State; and

(n) A Certificate of Good Standing for GP Holdco, dated , 2013, obtained from the Secretary of State.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (in) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (in) above) that is referred to in or incorporated by reference into any document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, and (iii) all documents submitted to us as copies conform with the original of those documents.

For purposes of this opinion, we have assumed (i) that the Company Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of members to, and the formation, operation and termination of, the Company, and that the Company Agreement and the Company Certificate are in full force and effect, have not been amended and no amendment of such documents is pending or has been proposed, (ii) that the GP Holdco Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of members to, and the formation, operation and termination of, GP Holdco, and that the GP Holdco Agreement and the GP Holdco Certificate are in full force and effect, have not been amended and no amendment of such documents is pending or has been proposed, (iii) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time, (iv) that there are no proceedings pending or contemplated for the merger, consolidation, conversion, dissolution, liquidation or termination of the Company or GP Holdco, (v) except to the extent provided in paragraph

A-3

To Each of the Persons Listed

on Schedule A Attached Hereto

, 2013

Page 4

1 below, that each party to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (vi) the legal capacity of natural persons who are signatories to the documents examined by us, (vii) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (viii) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents. We have not participated in the preparation of any offering material relating to the Company or GP Holdco and assume no responsibility for the contents of any such material.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws, blue sky laws and tax laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Company and GP Holdco (i) has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and (ii) has all necessary limited liability company power and authority to own or lease its respective property and conduct its respective business in all material respects as described in the Registration Statement, the Pricing Prospectus and the Prospectus.

2. The Company Agreement constitutes a valid and binding agreement of CEI, and is enforceable against CEI, in accordance with its terms.

3. The GP Holdco LLC Agreement constitutes a valid and binding agreement of the Company and Terminals, and is enforceable against the Company and Terminals, in accordance with its terms.

A-4

To Each of the Persons Listed

on Schedule A Attached Hereto

, 2013

Page 5

The opinions expressed in paragraphs 2 and 3 above are subject to the effect upon the Company Agreement and the GP Holdco Agreement, of (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law), (iii) the law of fraudulent transfer and conveyance, (iv) public policy, including the effect of applicable public policy on the enforceability of provisions relating to indemnification, exculpation, contribution, and the waiver or release of statutory, legal or equitable rights, defenses or claims, (v) applicable law relating to fiduciary duties, and (vi) judicial imposition of an implied covenant of good faith and fair dealing.

In rendering the opinions expressed above, we express no opinion with respect to (i) any provision of a document reviewed by us to the extent that such provision purports to bind a person or entity that is not a party to such document, and (ii) any provision of a document reviewed by us to the effect that the failure to exercise or delay in exercising rights or remedies will not impair or operate as a waiver of such rights or remedies.

We understand that you will rely as to matters of Delaware law upon this opinion in connection with the matters set forth herein. In connection with the foregoing, we hereby consent to your relying as to matters of Delaware law upon this opinion, subject to the understanding that the opinions herein are given on the date hereof and such opinions are rendered only with respect to facts existing on the date hereof and laws and rules, regulations and orders thereunder in effect as of such date. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

Very truly yours,

A-5

Schedule A

Goldman, Sachs & Co.

Morgan Stanley & Co. LLC

As representatives of the several Underwriters

named in Schedule I to the Underwriting Agreement

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282-2198

B-6

Exhibit 3.1

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC

December 13, 2013

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		1

Section 1.1	Definitions	1

Section 1.2	Construction	7

ARTICLE II ORGANIZATION		7

Section 2.1	Continuation	7

Section 2.2	Name	7

Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	8

Section 2.4	Purpose	8

Section 2.5	Powers	8

Section 2.6	Power of Attorney	8

Section 2.7	Term	10

Section 2.8	Title to Company Assets	10

ARTICLE III RIGHTS OF MEMBERS		11

Section 3.1	Members	11

Section 3.2	Management of Business	11

Section 3.3	Outside Activities of the Members	11

Section 3.4	Rights of Members	11

ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF INTERESTS; REDEMPTION OF INTERESTS		13

Section 4.1	Certificates	13

Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	13

Section 4.3	Record Holders	14

Section 4.4	Transfer Generally	14

Section 4.5	Registration and Transfer of Member Interests	14

Section 4.6	Citizenship Certificates; Non-citizen Assignees	15

Section 4.7	Redemption of Interests of Non-citizen Assignees	17

Section 4.8	Redemption of the Voting Share	18

Section 4.9	Closing Date Redemptions	18

ARTICLE V ISSUANCE OF INTERESTS		18

Section 5.1	Issuances of Additional Company Securities	18

Section 5.2	Fractional Shares	19

Section 5.3	No Preemptive Rights	19

Section 5.4	Splits and Combinations	19

Section 5.5	Fully Paid and Non-Assessable Nature of Interests	20



ARTICLE VI DIVIDENDS		20

Section 6.1	Dividend of Proceeds; Requirement of Dividends; Dividends to Record Holders	20

Section 6.2	Dividends on Liquidation	21

Section 6.3	Record Holders	21

ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS		21

Section 7.1	Board of Directors	21

Section 7.2	Certificate of Formation	25

Section 7.3	Restrictions on the Board of Directors’ Authority	26

Section 7.4	Officers	26

Section 7.5	Outside Activities	28

Section 7.6	Indemnification	28

Section 7.7	Exculpation of Liability of Indemnitees; Good Faith	32

Section 7.8	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	33

Section 7.9	Purchase of Company Securities; Issuance of Certain Rights Prohibited	35

Section 7.10	Reliance by Third Parties	35

ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS		35

Section 8.1	Records and Accounting	35

Section 8.2	Fiscal Year	36

Section 8.3	Reports	36

ARTICLE IX TAX MATTERS		36

Section 9.1	Tax Returns and Information	36

Section 9.2	Tax Elections	36

Section 9.3	Withholding	37

ARTICLE X DISSOLUTION AND LIQUIDATION		37

Section 10.1	Dissolution	37

Section 10.2	Liquidator	38

Section 10.3	Liquidation	38

Section 10.4	Cancellation of Certificate of Formation	39

Section 10.5	Return of Contributions	39

Section 10.6	Waiver of Partition	39


ARTICLE XI AMENDMENT OF AGREEMENT; MEETINGS OF MEMBERS; RECORD DATE		39

Section 11.1	Amendment of Limited Liability Company Agreement	39

Section 11.2	Amendment Requirements	42

Section 11.3	Shareholder Meetings; Action by Written Consent	42

Section 11.4	Notice of Meetings of Members	43

Section 11.5	Record Date	43

Section 11.6	Adjournment	44

Section 11.7	Waiver of Notice; Approval of Meeting	44

Section 11.8	Quorum; Required Vote for Member Action; Voting for Directors	44

Section 11.9	Conduct of a Meeting; Member Lists	45

Section 11.10	Action Without a Meeting	46

Section 11.11	Voting and Other Rights	46

Section 11.12	Proxies and Voting	46

Section 11.13	Notice of Member Business and Nominations	47

ARTICLE XII MERGER		50

Section 12.1	Authority	50

Section 12.2	Procedure for Merger or Consolidation of the Company	50

Section 12.3	Approval by Members of Merger or Consolidation of the Company	51

Section 12.4	Certificate of Merger	52

Section 12.5	Effect of Merger	52

Section 12.6	Termination Transactions Involving Cheniere Partners	52

Section 12.7	Business Combination Limitations	53

ARTICLE XIII RIGHT TO ACQUIRE MEMBER INTERESTS		53

Section 13.1	Right to Acquire Member Interests	53

ARTICLE XIV COVENANTS		55

Section 14.1	Covenants of the Company	55

Section 14.2	Covenant of CEI	56

ARTICLE XV GENERAL PROVISIONS		56

Section 15.1	Addresses and Notices	56

Section 15.2	Further Action	57

Section 15.3	Binding Effect	57

Section 15.4	Integration	57

Section 15.5	Creditors	57

Section 15.6	Waiver	57

Section 15.7	Counterparts	57

Section 15.8	Applicable Law	58

Section 15.9	Invalidity of Provisions	58

Section 15.10	Consent of Members	58

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “ Agreement ”) of Cheniere Energy Partners LP Holdings, LLC (the “ Company ”), dated as of December 13, 2013, is entered into by and effectuated by Cheniere Energy, Inc. (“ CEI ”), a Delaware corporation, as the sole Member of the Company.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions .

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Additional Member ” means a Member admitted as a member of the Company pursuant to Section 3.1 or Section 4.5 and who is shown as such on the books and records of the Company.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” is defined in the preamble to this Agreement.

“ Anniversary ” is defined in Section 11.13(c) .

“ Board of Directors ” is defined in Section 7.1(a) .

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

“ CEI ” is defined in the preamble to this Agreement.

“ Certificate ” means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more Common Shares or (b) a certificate, in such form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more other Company Securities.

“ Certificate of Formation ” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 7.2 , as such Certificate of Formation may be amended, supplemented or restated from time to time.

“ Chairman of the Board ” is defined in Section 7.1(j) .

“ Cheniere Partners ” means Cheniere Energy Partners, L.P., a Delaware limited partnership, and its successors.

“ Cheniere Partners Class B Units ” means “Class B Units” as defined in the Partnership Agreement.

“ Cheniere Partners Units ” means “Units” as defined in the Partnership Agreement.

“ Cheniere Separation Event ” means the occurrence of any event or series of related events that result in CEI ceasing to own greater than 25% of the Outstanding Common Shares or otherwise ceasing to own greater than 25% of the Outstanding Voting Shares.

“ Citizenship Certification ” means a properly completed certificate in such form as may be specified by the Board of Directors by which a Member certifies that he or she (and if he or she is a nominee holding for the account of another Person, that to the best of his or her knowledge such other Person) is an Eligible Citizen.

“ Closing Price ” is defined in Section 13.1(a) .

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“ Conflicts Committee ” means a committee of the Board of Directors composed entirely of two or more Independent Directors.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Share ” means one of the common shares representing limited liability company interests in the Company, a series of Shares having an economic ownership interest in the Company. The Common Shares have voting rights only with respect to the matters set forth in Section 5.1(a) , Section 7.3 , Section 7.8(a)(ii) , Section 10.1(a) , Section 10.2 , Section 11.1(b) , Section 12.3(b) , Section 14.1 and Section 14.2 and ARTICLE XI .

“ Common Shareholder ” means a Shareholder holding one or more Common Shares in its capacity as the holder of such Common Shares.

“ Company ” is defined in the preamble to this Agreement.

“ Company Security ” means any class or series of equity or voting interest in the Company (but excluding any options, rights, warrants and appreciation rights relating to an equity or voting interest in the Company), including Common Shares and the Voting Share.

“ Current Market Price ” is defined in Section 13.1(a) .

“ Delaware Act ” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq ., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Depositary ” means, with respect to any Shares issued in global form, The Depository Trust Company and its successors and permitted assigns.

“ Derivative Shares ” means any options, rights, warrants, appreciation rights, tracking, profit or phantom interests or other derivative securities relating to, convertible into or exchangeable for Common Shares.

“ DGCL ” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq ., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Director ” means a member of the Board of Directors of the Company.

“ Eligible Citizen ” means a Person qualified to own interests in real property in jurisdictions in which the Company or any of its Affiliates does business or proposes to do business from time to time, and whose status as a Member the Board of Directors determines does not or would not subject the Company or any of its Affiliates to a significant risk of cancellation or forfeiture of any of its properties or any interest therein.

“ Employee Benefit Plan ” means a plan, contract or arrangement providing for the issuance of Company Securities or any options, rights, warrants and appreciation rights relating to Company Securities to or for the benefit of employees or directors of the Company or any of its Affiliates.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute.

“ Final Adjudication ” is defined in Section 7.6(e) .

“ Indemnitee ” is defined in Section 7.6(a) .

“ Independent Director ” “means any Director that (a) is not an officer or employee of the Company, (b) is not an officer, director or employee of any Affiliate of the Company, (c) is not a holder of any ownership interest in the Company or its subsidiaries other than Common Shares and awards that may be granted to such director under an incentive plan of the Company and (d) meets the independence standards required of directors who serve on an audit committee of a board of directors established by the Exchange Act and the rules and regulations of the Commission promulgated thereunder and by any National Securities Exchange on which the Common Shares are listed or admitted to trading.

“ Initial Agreement ” means that certain Limited Liability Company Agreement of the Company effective as of July 30, 2013, as amended.

“ Interest ” means the ownership interest of a Member in the Company, which may be evidenced by Common Shares, the Voting Share or other Company Securities or a combination thereof or interest therein, and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement.

“ IPO Underwriter ” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Shares pursuant thereto.

“ Liquidation Date ” means the date on which an event giving rise to the dissolution of the Company occurs.

“ Liquidator ” means one or more Persons selected by the Board of Directors to perform the functions described in Section 10.2 as liquidating trustee of the Company within the meaning of the Delaware Act.

“ Member ” means, unless the context otherwise requires, CEI, each Substituted Member and each Additional Member.

“ Merger Agreement ” is defined in Section 12.1 .

“ National Securities Exchange ” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“ Non-citizen Assignee ” means a Person whom the Board of Directors has determined does not constitute an Eligible Citizen and as to whose Interest the Company has become the Substituted Member, pursuant to Section 4.6 .

“ Notice of Election to Purchase ” is defined in Section 13.1(b) .

“ Officer ” is defined in Section 7.4(a) .

“ Opinion of Counsel ” means a written opinion of counsel (who may be regular counsel to the Company or any of its Affiliates) acceptable to the Board of Directors.

“ Option to Purchase Additional Common Shares ” means the option to purchase additional Common Shares granted to the IPO Underwriters by the Company pursuant to the Underwriting Agreement.

“ Outstanding ” means, with respect to Interests, all Interests that are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination; provided, however, that no Interests held by the Company (other than Interests held by the Company on behalf of Non-citizen Assignees) shall be considered Outstanding.

“ Partnership Agreement ” means that certain Third Amended and Restated Agreement of Limited Partnership of Cheniere Partners, dated as of August 9, 2012, as the same may be further amended, restated or otherwise modified from time to time.

“ Percentage Interest ” means, as of any date of determination (a) as to any holder of Common Shares, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) by (ii) the quotient obtained by dividing (A) the number of Common Shares held by such Common Shareholder by (B) the total number of all Outstanding Common Shares, and (b) as to the holders of other Company Securities issued by the Company in accordance with Section 5.1 , the percentage established as part of such issuance.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Prime Rate ” means the rate of interest quoted in The Wall Street Journal , Money Rates Section as the Prime Rate.

“ Pro Rata ” means (a) when modifying Common Shares or any other Company Securities or any class or series thereof, apportioned equally among all designated Common Shares, other Company Securities, or any class or series thereof, as the case may be, in accordance with their relative Percentage Interests in such class or series, and (b) when modifying Members, Record Holders, Common Shareholders or Shareholders, apportioned among all Members, Record Holders, Common Shareholders or Shareholders in accordance with their relative Percentage Interests.

“ Purchase Date ” means the date determined by the Board of Directors as the date for purchase of all Outstanding Shares of a certain class or series pursuant to ARTICLE XIII .

“ Record Date ” means the date established by the Company for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members or entitled to exercise rights in respect of any lawful action of Members or (b) the identity of Record Holders entitled to receive any report or dividend or to participate in any offer.

“ Redeemable Interests ” means any Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.7 .

“ Record Holder ” means the Person in whose name a Common Share or the Voting Share is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or with respect to other Company Securities, the Person in whose name any such other Company Security is registered on the books that the Company has caused to be kept as of the opening of business on such Business Day.

“ Registration Statement ” means the Registration Statement on Form S-1 (Registration No. 333-191298) as it has been or as it may be amended or supplemented from time to time, filed by the Company with the Commission under the Securities Act to register the initial public offering and sale of Common Shares.

“ Securities Act ” means the Securities Act of 1933, as amended, supplemented or restated from time to time, and any successor to such statute.

“ Services Agreement ” means the Services Agreement among the Company, CEI and Cheniere LNG Terminals, LLC, dated as of December 18, 2013, as the same may be amended, restated or otherwise modified from time to time.

“ Share ” means a Company Security representing a fractional part of the Interests of all Members, and, with respect to any particular class or series of Shares, having the rights and obligations specified with respect to such class or series of Shares in this Agreement.

“ Shareholder ” means a holder of one or more Shares.

“ Solicitation Notice ” is defined in Section 11.13(d) .

“ Special Approval ” means approval by a majority of the members of the Conflicts Committee acting in good faith.

“ Substituted Member ” means a Person who is admitted as a Member of the Company pursuant to Section 4.5 or Section 4.6 in place of and with all rights of a Member and who is shown as a Member on the books and records of the Company.

“ Surviving Business Entity ” is defined in Section 12.2(b) .

“ Termination Transaction ” means any of the transactions described in Section 12.6 .

“ Trading Day ” is defined in Section 13.1(a) .

“ transfer ” is defined in Section 4.4 .

“ Transfer Agent ” means such bank, trust company or other Person (including the Company or one of its Affiliates) as shall be appointed from time to time by the Company to act as registrar and transfer agent for the Common Shares or as may be appointed to act as registrar and transfer agent for any other Company Securities; provided that if no Transfer Agent is specifically designated for any other Company Securities, the Company shall act in such capacity.

“ Underwriting Agreement ” means that certain Underwriting Agreement, dated as of December 12, 2013, among the IPO Underwriters, CEI and the Company providing for the purchase of Common Shares by the IPO Underwriters.

“ Voting Share ” means one of the class of Shares having an economic ownership interest in the Company and entitled to vote to take actions on behalf of the Members and to elect the Company’s Board of Directors, as described in ARTICLE XI .

“ Voting Shareholder ” means the Shareholder holding the Voting Share in its capacity as the holder of such Voting Share.

Section 1.2 Construction .

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

ARTICLE II

ORGANIZATION

Section 2.1 Continuation .

CEI previously formed the Company as a limited liability company pursuant to the provisions of the Delaware Act and hereby amends and restates the Initial Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement at the effective time of the merger referred to in clause (i) below. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Members and the administration, dissolution and termination of the Company shall be governed by the Delaware Act. All Interests shall constitute personal property of the owner thereof for all purposes. CEI was admitted as a Member upon its execution of the Initial Agreement, and upon its execution of a counterpart signature page to this Agreement, CEI shall continue as a Member and (i) first, pursuant to the merger of Cheniere LNG, Inc. with and into the Company on the date of this Agreement, all of the outstanding shares of stock in Cheniere LNG, Inc., along with all of the limited liability company interests in the Company outstanding immediately prior to the effectiveness of this Agreement, are exchanged for 1,000 Common Shares, which Common Shares are hereby automatically issued by the Company to CEI upon the effectiveness of, and as set forth in, the Merger Agreement, without any other action being necessary under this Agreement, which merger and first exchange are intended for U.S. federal income tax purposes to qualify as a reorganization under Section 368(a)(1)(F) of the Code and (ii) subsequent to and conditioned upon the effectiveness of the merger referenced in clause (i), such 1,000 Common Shares issued to CEI as set forth in clause (i) above are hereby exchanged for 195,700,000 Common Shares, which Common Shares shall be automatically issued by the Company to CEI by virtue of this clause (ii), without any other action being necessary under this Agreement, and the sole Voting Share (prior to any redemption pursuant to Section 4.9 ) to be held by CEI, which second exchange is intended for U.S. federal income tax purposes to qualify as a reorganization under Section 368(a)(1)(E) of the Code.

Section 2.2 Name .

The name of the Company shall be “Cheniere Energy Partners LP Holdings, LLC.” The Company’s business may be conducted under any other name or names, as determined by the Board of Directors. The words “Limited Liability Company,” “LLC,” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The Board of Directors may change the name of the Company at any time and from time to time by filing an amendment to the Certificate of Formation and shall notify the Members of such change in the next regular communication to the Members.

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices .

Unless and until changed by the Board of Directors, the registered office of the Company in the State of Delaware shall be located at 2711 Centerville Rd, Suite 400, Wilmington, Delaware 19808, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Company shall be located at 700 Milam Street, Suite 800, Houston, Texas 77002 or such other place as the Board of Directors may from time to time designate by notice to the Members. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Board of Directors determines to be necessary or appropriate.

Section 2.4 Purpose .

The purpose and nature of the business to be conducted by the Company shall be to, subject to and in accordance with this Agreement, (i) act as a limited partner of Cheniere Partners and own, acquire, transfer and otherwise dispose of Cheniere Partners Units, (ii) exercise all rights and powers conferred upon the Company as holder of Cheniere Partners Units, (iii) act as member of, and own, acquire, transfer and otherwise dispose of limited liability company interests in, Cheniere GP Holding Company, LLC, (iv) exercise all the rights and powers appurtenant thereto conferred upon the Company as a holder of the limited liability company interests in Cheniere GP Holding Company, LLC, including the designation of certain members of the board of directors of Cheniere GP Holding Company, LLC to oversee the business and operations of Cheniere Partners’ general partner and Cheniere Partners, (v) act as member of, and own, acquire, transfer or otherwise dispose of the limited liability company interests in CQH Holdings Company, LLC and (vi) take any other action permitted by the Board of Directors.

Section 2.5 Powers .

The Company shall be empowered to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Company, including without limitation the exercise of any powers of the Company described in this Agreement, but subject to the limitations set forth in this Agreement.

Section 2.6 Power of Attorney .

Each Member hereby constitutes and appoints each of the Chief Executive Officer, President, Chief Financial Officer, the Secretary and each of the members of the Board of Directors and, if a Liquidator shall have been selected pursuant to Section 10.2 , the Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his or her name, place and stead, to:

(a) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices:

(i) all certificates, documents and other instruments (including this Agreement and, as an “authorized person” of the Company within the meaning of the Delaware Act, the Certificate of Formation and all amendments or restatements hereof or thereof) or other documents that the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property;

(ii) all certificates, documents and other instruments that the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, determines to be necessary or appropriate to reflect any amendment, change, modification or restatement of this Agreement duly adopted in accordance with its terms;

(iii) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Board of Directors or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination of the Company pursuant to the terms of this Agreement;

(iv) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or other events described in, ARTICLE IV or ARTICLE X ;

(v) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Company Securities issued pursuant to Section 5.1 ; and

(vi) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company or a Termination Transaction pursuant to ARTICLE XII .

(b) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Board of Directors or the Liquidator determines to be necessary or appropriate to (i) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of this Agreement or (ii) effectuate the terms or intent of this Agreement; provided, that when required by Section 11.2 or any other provision of this Agreement that establishes a percentage of the Members or of the Members of any class or series required to take any action, the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, may exercise the power of attorney made in this Section 2.6(b) only after the necessary vote, consent or approval of the Members or of the Members of such class or series, as applicable.

Nothing contained in this Section 2.6 shall be construed as authorizing the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, to amend this Agreement except in accordance with ARTICLE XI or as may be otherwise expressly provided for in this Agreement or the Delaware Act.

(c) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Member and the transfer of all or any portion of such Member’s Interest and shall extend to such Member’s heirs, successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, taken in good faith under such power of attorney. Each Member shall execute and deliver to the Chief Executive Officer, President, Chief Financial Officer, Secretary or any member of the Board of Directors, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Officers or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

Section 2.7 Term .

The Company’s existence shall be perpetual, unless and until it is dissolved and terminated in accordance with the provisions of ARTICLE X . The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

Section 2.8 Title to Company Assets .

Title to Company assets shall be deemed to be owned by the Company as an entity, and no Member, Director or Officer, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more nominees, as the Board of Directors may determine. The Company hereby declares and warrants that any Company assets for which record title is held in the name of one or more of its Affiliates or one or more nominees shall be held by such Affiliates or nominees for the use and benefit of the Company in accordance with the provisions of this Agreement; provided, however, that the Board of Directors shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the Board of Directors determines that the expense and difficulty of conveyancing makes transfer of record title to the Company impracticable) to be vested in the Company as soon as reasonably practicable. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

ARTICLE III

RIGHTS OF MEMBERS

Section 3.1 Members .

(a) A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Interest and becomes the Record Holder of such Interests in accordance with the provisions of ARTICLE IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member without acquiring an Interest.

(b) The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Member’s Interest may be represented by a Certificate, as provided in Section 4.1 hereof.

(c) As provided in Section 18-303 of the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. The Members shall have no liability under this Agreement, or for any such debt, obligation or liability of the Company, in their capacity as a Member, except as expressly required in this Agreement or the Delaware Act.

(d) Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Interest becomes a Record Holder of such Interest, such transferring Member shall cease to be a Member with respect to the Interest so transferred.

Section 3.2 Management of Business .

No Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company solely by reason of being a Member.

Section 3.3 Outside Activities of the Members .

Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any business ventures of any Member.

Section 3.4 Rights of Members .

(a) In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b) , each Member shall have the right, for a lawful purpose reasonably related to such Member’s Interest as a Member in the Company, upon reasonable written demand containing a statement of such purposes and at such Member’s own expense:

(i) to obtain true and full information regarding the status of the business and financial condition of the Company;

(ii) promptly after becoming available, to obtain a copy of the Company’s federal, state and local income tax returns for each year;

(iii) to have furnished to him or her a current list of the name and last known business, residence or mailing address of each Member;

(iv) to have furnished to him or her a copy of this Agreement and the Certificate of Formation and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Formation and all amendments thereto have been executed;

(v) to obtain true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Member and that each Member has agreed to contribute in the future, and the date on which each became a Member; and

(vi) to obtain such other information regarding the affairs of the Company as is just and reasonable and consistent with the stated purposes of the written demand.

(b) The Board of Directors may keep confidential from the Members, for such period of time as the Board of Directors determines, (i) any information that the Board of Directors determines to be in the nature of trade secrets or (ii) other information the disclosure of which the Board of Directors determines (A) is not in the best interests of the Company or Cheniere Partners, (B) could damage the Company or Cheniere Partners or (C) that the Company or Cheniere Partners is required by law, by the rules of any National Securities Exchange on which any Company Security is listed for trading, or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Company the primary purpose of which is to circumvent the obligations set forth in this Section 3.4 ). To the fullest extent permitted by law, the rights to information granted to the Members pursuant to Section 3.4(a) and Section 8.3 replace in their entirety any rights to information provided for in Section 18-305(a) of the Delaware Act, and each of the Members, each other Person who acquires an interest in an Interest and each other Person bound by this Agreement hereby agrees to the fullest extent permitted by law that they do not have any rights as Members, interest holders or otherwise to receive any information either pursuant to Sections 18-305(a) of the Delaware Act or otherwise except for the information identified in Section 3.4(a) and Section 8.3 .

ARTICLE IV

CERTIFICATES; RECORD HOLDERS;

TRANSFER OF INTERESTS; REDEMPTION OF INTERESTS

Section 4.1 Certificates .

Upon the Company’s issuance of Common Shares to any Person, the Company may issue one or more Certificates in the name of such Person evidencing the number of such Common Shares being so issued. In addition, upon the request of any Person owning any other Company Securities other than Common Shares, the Company may issue to such Person one or more Certificates evidencing such other Company Securities. Certificates shall be executed on behalf of the Company by the Chairman of the Board, President or any Vice President and the Secretary or any Assistant Secretary. No Common Share Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that, notwithstanding any provision to the contrary in this Section 4.1 or elsewhere in this Agreement, the Shares may be certificated or uncertificated as provided in the Delaware Act; and provided, further, that if the Board of Directors elects to issue Common Shares in global form, the Certificates shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Common Shares have been duly registered in accordance with the directions of the Company. Any or all of the signatures required on a Certificate may be by facsimile. If any Officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such Person were such Officer or Transfer Agent at the date of issue. Certificates shall be consecutively numbered and shall be entered on the books and records of the Transfer Agent as they are issued and shall exhibit the holder’s name and number and type of Company Securities represented thereby.

Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates .

If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate, or shall deliver other evidence of the issuance of uncertificated Company Securities, evidencing the same number and type of Company Securities as the Certificate so surrendered.

(a) The appropriate Officers on behalf of the Company shall execute and deliver, and the Transfer Agent shall countersign a new Certificate, or shall deliver other evidence of the issuance of uncertificated Company Securities, in place of any Certificate previously issued if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate, or other evidence of the issuance of uncertificated Company Securities, before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with surety or sureties and with fixed or open penalty as the Company may direct to indemnify the Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the Company.

If a Member fails to notify the Company within a reasonable time after he or she has notice of the loss, destruction or theft of a Certificate, and a transfer of the Interests represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Member shall be precluded from making any claim against the Company or the Transfer Agent for such transfer or for a new Certificate or other evidence of the issuance of uncertificated Company Securities.

(b) As a condition to the issuance of any new Certificate, or other evidence of the issuance of uncertificated Company Securities, under this Section 4.2 , the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3 Record Holders .

The Company shall be entitled to recognize the Record Holder as the owner of an Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Interest on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Interests are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Interests, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Interest.

Section 4.4 Transfer Generally .

The term “ transfer ,” when used in this Agreement with respect to an Interest, shall be deemed to refer to a transaction by which the holder of an Interest assigns such Interest to another Person who is or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage. No Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this ARTICLE IV . Any transfer or purported transfer of an Interest not made in accordance with this ARTICLE IV shall be null and void.

Section 4.5 Registration and Transfer of Member Interests .

(a) The Company shall keep or cause to be kept on behalf of the Company a register that, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b) , will provide for the registration and transfer of Interests. The

Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Shares and transfers of such Common Shares as herein provided. The Company shall not recognize transfers of Certificates evidencing Interests unless such transfers are effected in the manner described in this Section 4.5 . Upon surrender of a Certificate for registration of transfer of any Interests evidenced by a Certificate, and subject to the provisions of Section 4.5(b) , the appropriate Officers of the Company shall execute and deliver, and in the case of Common Shares, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates, or shall deliver other evidence of the issuance of uncertificated Company Securities, evidencing the same aggregate number and type of Interests as were evidenced by the Certificate so surrendered.

(b) Except as provided in Section 4.6 , the Company shall not recognize any transfer of Interests until the Certificates evidencing such Interests are surrendered for registration of transfer or such other documentation as may be required to transfer uncertificated Interests is delivered. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, or other evidence of the issuance of uncertificated Interests, under this Section 4.5(b) , the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

(c) By acceptance of the transfer of any Interest in accordance with this Section 4.5 and except as provided in Section 4.6 , each transferee of an Interest (including any nominee holder or an agent or representative acquiring such Interests for the account of another Person) (i) shall be admitted to the Company as a Member with respect to the Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of, and shall be deemed to have executed and delivered, this Agreement, (iii) shall become the Record Holder of the Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement, (v) grants powers of attorney to the Officers of the Company and any Liquidator of the Company as set forth in this Agreement and (vi) makes the consents and waivers contained in this Agreement. The transfer of any Interests and the admission of any new Member shall not constitute an amendment to this Agreement.

(d) Subject to (i) the foregoing provisions of this Section 4.5 , (ii) Section 4.3 , (iii) with respect to any series of Interests, the provisions of any statement of designations establishing such series, (iv) any contractual provision binding on any Member and (v) provisions of applicable law including the Securities Act, Interests shall be freely transferable to any Person.

Section 4.6 Citizenship Certificates; Non-citizen Assignees .

(a) If any of the Company or any of its Affiliates is or becomes subject to any federal, state or local law or regulation that the Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Company or any of its Affiliates has an interest based on the nationality, citizenship or other related status of a Member,

the Board of Directors may request any Member to furnish to the Company, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Member’s nationality, citizenship or other related status (or, if the Member is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Company may request. If a Member fails to furnish to the Company, within the aforementioned 30-day period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines that a Member is not an Eligible Citizen, the Interests owned by such Member shall be subject to redemption in accordance with the provisions of Section 4.7 . In addition, the Board of Directors may require that the status of any such Member be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Member and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Interest. The Company shall be substituted for such Non-citizen Assignee as the Member in respect of the Non-citizen Assignee’s Interests and shall vote such Interests in accordance with Section 4.6(b) .

(b) The Company shall, in exercising voting rights in respect of Interests held by the Company on behalf of Non-citizen Assignees, distribute the votes in the same ratios as the votes of Members in respect of Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter.

(c) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a dividend in kind pursuant to Section 10.3 , but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any dividend in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of such Non-citizen Assignee’s Interest (representing such Non-citizen Assignee’s right to receive such Non-citizen Assignee’s share of such dividend in kind).

(d) At any time after a Non-citizen Assignee can and does certify that such Non-citizen Assignee has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member with respect to any Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.7 , and upon such Non-citizen Assignee’s admission pursuant to this Agreement, the Company shall cease to be deemed to be the Member in respect of the Non-citizen Assignee’s Interests.

Section 4.7 Redemption of Interests of Non-citizen Assignees .

(a) If at any time a Member fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.6(a) , or, if upon receipt of such Citizenship Certification or other information the Board of Directors determines, with the advice of counsel, that a Member is not an Eligible Citizen, the Company may, unless the Member establishes to the satisfaction of the Board of Directors that such Member is an Eligible Citizen or has transferred such Member’s Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the Board of Directors prior to the date fixed for redemption as provided below, redeem the Interest of such Member as follows:

(i) The Board of Directors shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Member, at such Member’s last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests, or delivery of such other documentation as may be required to transfer uncertificated Redeemable Interests, and that on and after the date fixed for redemption no further allocations or dividends to which the Member would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Interests of the class or series to be so redeemed multiplied by the number of Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the Board of Directors, in cash or by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the Prime Rate annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

(iii) Upon surrender by or on behalf of the Member, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, or such other documentation as may be required to transfer uncertificated Redeemable Interests, the Member or such Member’s duly authorized representative shall be entitled to receive the payment therefor.

(iv) After the redemption date, Redeemable Interests shall no longer constitute Outstanding Interests.

(b) The provisions of this Section 4.7 shall also be applicable to Interests held by a Member as nominee of a Person determined to be other than an Eligible Citizen.

(c) Nothing in this Section 4.7 shall prevent the recipient of a notice of redemption from transferring such recipient’s Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the Board of Directors shall withdraw the notice of redemption, provided the transferee of such Interest certifies to the satisfaction of the Board of Directors in a Citizenship Certification that such transferee is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

Section 4.8 Redemption of the Voting Share .

Upon the election of CEI at any time or upon the occurrence of a Cheniere Separation Event, the sole Voting Share shall be redeemed by the Company in its entirety for one dollar ($1), effective concurrently with such election. Upon any such redemption, the Voting Share shall no longer constitute an Outstanding Interest.

Section 4.9 Closing Date Redemptions .

If and to the extent that the IPO Underwriters exercise the Option to Purchase Additional Common Shares, the Company shall use the resulting net proceeds to redeem from CEI on the closing date(s) of such exercise, at the same price per Common Share sold to the public in the initial public offering, less underwriting discounts and commissions, a number of Common Shares equal to the number of additional Common Shares purchased by the Underwriters pursuant to such exercise. No notice to any party shall be required for any redemption effected in accordance with this Section 4.9 . Each such redemption shall be effective upon the delivery of the applicable redemption price by the Company to CEI by check or wire transfer of immediately available funds to the account(s) designated by CEI. After the effective date of each redemption under this Section 4.9 , the applicable Common Shares redeemed from CEI shall no longer be Outstanding.

ARTICLE V

ISSUANCE OF INTERESTS

Section 5.1 Issuances of Additional Company Securities .

(a) Subject to Section 5.2 and Section 5.4 , the Company may create, authorize or issue an unlimited number of additional (i) Company Securities other than Voting Shares or any class or series thereof and (ii) Derivative Shares under Employee Benefit Plans for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Members; provided that, notwithstanding anything in this Agreement to the contrary, no additional Voting Shares may be issued and the issuance of (x) Company Securities of any class or series other than Common Shares or (y) Derivative Shares issued under Employee Benefit Plans must be approved by the affirmative vote of the holders of a majority of the Outstanding Common Shares.

(b) Subject to the approval of the Members pursuant to Section 5.1(a) , each additional Company Security authorized to be issued by the Company pursuant to Section 5.1(a) may be issued in one or more classes, or one or more series of any such classes, with such

designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Company Securities), as shall be fixed by the Board of Directors, including (i) the right to share in Company dividends; (ii) the rights upon dissolution and liquidation of the Company; (iii) whether, and the terms and conditions upon which, the Company may redeem the Company Security; (iv) whether such Company Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Company Security will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Company Securities, and assigned or transferred; (vi) the method for determining the Percentage Interest as to such Company Security; and (vii) the right, if any, of each such Company Security to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Company Security.

(c) The Board of Directors shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Company Securities pursuant to this Section 5.1 , (ii) the admission of Additional Members and (iii) all additional issuances of Company Securities. Subject to any applicable approval of the Members pursuant to Section 5.1(a) , the Board of Directors shall determine the relative designations, preferences, rights, powers and duties of the holders of the Shares or other Company Securities being so issued. The Board of Directors shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Company Securities pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Common Shares or other Company Securities are listed for trading.

Section 5.2 Fractional Shares .

No fractional Shares shall be issued by the Company.

Section 5.3 No Preemptive Rights .

No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Company Security, whether unissued, or hereafter created.

Section 5.4 Splits and Combinations .

(a) Subject to Section 5.4(d) , the Company may make a Pro Rata dividend of Company Securities to all Record Holders, with the Voting Shareholder participating pari passu with the Common Shareholders as if the Voting Share were a single Common Share, or may effect a subdivision or combination of Company Securities (without having any effect on the Voting Share) so long as, after any such event, each Member shall have the same Percentage Interest in the Company (taking into account the Voting Share in the case of a dividend of Company Securities) as before such event, and any amounts calculated on a per Share basis or stated as a number of Shares are proportionately adjusted retroactive to the date of formation of the Company.

(b) Whenever such a dividend, subdivision or combination of Company Securities is declared, the Board of Directors shall select a Record Date as of which the dividend, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Company Securities to be held by each Record Holder after giving effect to such dividend, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) Promptly following any such dividend, subdivision or combination, the Company may issue Certificates, or shall deliver other evidence of the issuance of uncertificated Company Securities, to the Record Holders of Company Securities as of the applicable Record Date representing the new number of Company Securities held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Company Securities Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Company Securities, the surrender of any Certificate held by such Record Holder, or the delivery of such other documentation as may be required to transfer uncertificated Company Securities, immediately prior to such Record Date.

(d) The Company shall not issue fractional Shares upon any dividend, subdivision or combination of Shares. If a dividend, subdivision or combination of Shares would result in the issuance of fractional Shares but for the provisions of Section 5.2 and this Section 5.4(d) , each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share).

Section 5.5 Fully Paid and Non-Assessable Nature of Interests .

All Member Interests issued pursuant to, and in accordance with the requirements of, this ARTICLE V shall be validly issued, fully paid and non-assessable Interests in the Company, except as such non-assessability may be affected by Sections 18-607 or 18-804 of the Delaware Act.

ARTICLE VI

DIVIDENDS

Section 6.1 Dividend of Proceeds; Requirement of Dividends; Dividends to Record Holders .

(a) The Company shall make distributions (as such term is used in the Delaware Act) to the Members in accordance with this Agreement. “Distributions” are referred to as “dividends” throughout this Agreement.

(b) All of the net proceeds (after deducting underwriting discounts, expenses and the repayment of indebtedness owed by the Company and the Company’s subsidiary to an Affiliate of CEI and exclusive of proceeds received from the Option to Purchase Additional Common Shares) that the Company receives from the sale of Common Shares pursuant to the Underwriting Agreement shall be dividended to CEI.

(c) Within ten Business Days following the receipt by the Company of any dividend from Cheniere Partners in respect of the Cheniere Partners Units held by the Company, an amount equal to 100% of such dividend, net of reserves as determined by the Board of Directors for income taxes payable by the Company, for Company expenses and amounts due under the Services Agreement, for the service and reduction of indebtedness incurred and for Company purposes, shall be dividended by the Company Pro Rata to the Common Shareholders and the Voting Shareholder, with the Voting Shareholder participating pari passu with the Common Shareholders as if the Voting Share were a single Common Share, as of the Record Date selected by the Board of Directors. To the extent that the Company receives any dividend from Cheniere Partners in respect of the Cheniere Partners Units held by the Company in a form other than cash, the Company shall sell a portion of such dividend sufficient to reserve for income taxes payable by the Company or other reserves as determined by the Board of Directors in its sole discretion, and distribute the balance of such dividend Pro Rata to the Common Shareholders and the Voting Shareholder, with the Voting Shareholder participating pari passu with the Common Shareholders as if the Voting Share were a single Common Share, as of the Record Date selected by the Board of Directors. All dividends required to be made under this Agreement shall be made subject to Sections 18-607 and 18-804 of the Delaware Act. Record Holders shall not be entitled to a dividend payable pursuant to this Section 6.1(c) with respect to any dividend to be paid to the Company by Cheniere Partners until such time as the Company has received such dividend from Cheniere Partners, the establishment of a Record Date by the Company notwithstanding.

Section 6.2 Dividends on Liquidation .

Notwithstanding Section 6.1 , in the event of the dissolution and liquidation of the Company, all receipts received during or after the end of any quarter in which the Liquidation Date occurs shall be applied and dividended solely in accordance with, and subject to the terms and conditions of, Section 10.3(a) .

Section 6.3 Record Holders .

Each dividend in respect of an Interest shall be paid by the Company, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Interest as of the Record Date set for such dividend. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 Board of Directors .

(a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed by or under the direction of a Board of Directors (the “ Board of Directors ”). As provided in Section 7.4 , the Board of Directors shall have the power and authority to appoint Officers of the Company. The Directors and Officers shall constitute “managers” of the Company within the meaning of the Delaware Act. No Member, by

virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors, on the one hand, and of the Officers, on the other, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, subject to Section 7.3 , the Board of Directors shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4 , including the following:

(i) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;

(ii) the acquisition, disposition or exchange of any or all of the assets of the Company or the merger or other combination of the Company with or into another Person (the matters described in this clause (ii) being subject, however, to any prior approval that may be required by Section 7.3 and the requirements of ARTICLE XII and ARTICLE XIV );

(iii) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company);

(iv) the dividend of Company cash;

(v) the selection and dismissal of officers, employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring, the creation and operation of Employee Benefit Plans, employee programs and employee practices;

(vi) the maintenance of insurance for the benefit of the Company, the Directors, the Officers and the Members;

(vii) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation;

(viii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(ix) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange;

(x) the issuance and sale of Common Shares or Derivative Shares;

(xi) the undertaking of any action in connection with the Company’s rights as a holder of Cheniere Partners Units, subject to the voting requirements set forth in Section 11.8 ; and

(xii) the entering into of agreements with any of its Affiliates to render services to the Company.

(b) The Board of Directors shall initially consist of five natural persons. The number of Directors may be increased or decreased by a majority of the Board of Directors but shall in no event be fewer than three natural persons. Each Director shall be elected as provided in Section 11.8(d) or Section 11.13 , as applicable, and shall serve in such capacity until his or her successor has been duly elected and qualified or until such Director dies, resigns or is removed. A Director may resign at any time upon written notice to the Company. The Board of Directors may from time to time determine the number of Directors then constituting the whole Board of Directors.

(c) Directors may only be removed from office (i) with or without cause by the affirmative vote of the Member holding the sole Outstanding Voting Share for so long as CEI holds the sole Outstanding Voting Share or (ii) for cause by the affirmative vote of a majority of the remaining Directors.

(d) Vacancies existing on the Board of Directors (including a vacancy created by virtue of an increase in the size of the Board of Directors) may be filled only in accordance with Section 11.8(d) . Any Director chosen to fill a vacancy shall hold office until his or her successor has been duly elected and qualified or until such Director’s earlier death, resignation or removal.

(e) Upon the occurrence of a Cheniere Separation Event, the Directors and Officers of the Company who are also directors or executive officers of CEI shall resign.

(f) Directors need not be Members. The Board of Directors may, from time to time and by the adoption of resolutions, establish qualifications for Directors.

(g) Unless otherwise required by the Delaware Act, other law or the provisions hereof,

(i) each member of the Board of Directors shall have one vote;

(ii) the presence at a meeting of the Board of Directors of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business; and

(iii) the act of a majority of the members of the Board of Directors present at a meeting of the Board of Directors at which a quorum is present shall be deemed to constitute the act of the Board of Directors.

(h) Regular meetings of the Board of Directors and any committee thereof shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors or such committee. Notice of such regular meetings shall not be required. Special meetings of the Board of Directors or meetings of any committee thereof may be called by the Chairman of the Board or the chair of such committee, as applicable, or on the written request of any Director or committee member, as applicable, to the Secretary, in each case on at least twenty-four hours personal, written, facsimile, electronic, telegraphic, cable or wireless notice to each Director or committee member, which notice may be waived by any Director. Any such notice, or waiver thereof, need not state the purpose of such meeting except as may otherwise be required by law. Attendance of a Director at a meeting (including pursuant to the last sentence of this Section 7.1(h) ) shall constitute a waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any action required or permitted to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing or by electronic transmission, setting forth the action so taken, are provided by all members of the Board of Directors or committee. Members of the Board of Directors or any committee thereof may participate in and hold a meeting by means of conference telephone, video conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meetings shall constitute presence in person at the meeting.

(i) The Board of Directors may, by resolution of a majority of the full Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified Director at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors or in this Agreement, shall have and may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Company. Unless specified by resolution of the Board of Directors, any committee designated pursuant to this Section 7.1(i) shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, subject to Section 7.1(h) , shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present at a meeting at which a quorum is present shall be necessary for the adoption by the committee of any resolution.

(j) The Board of Directors may elect one of its members as Chairman of the Board (the “ Chairman of the Board ”). The Chairman of the Board, if any, and if present and acting, shall preside at all meetings of the Board of Directors and of Members, unless otherwise directed by the Board of Directors. If the Board of Directors does not elect a Chairman of the Board or if the Chairman of the Board is absent from the meeting, the Chief Executive Officer, if present and a Director, or any other Director chosen by the Board of Directors, shall preside. In the absence of a Secretary, the chairman of the meeting may appoint any person to serve as Secretary of the meeting.

(k) Unless otherwise restricted by law, the Board of Directors shall have the authority to fix the compensation of the Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or paid a stated salary or paid other compensation as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may also be paid their expenses, if any, of and allowed compensation for attending committee meetings.

(l) Notwithstanding any other provision of this Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Members and each other Person who may acquire an interest in Company Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees that the Board of Directors (on its own or through any Officer of the Company) is authorized to cause the Company to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Company without any further act, approval or vote of the Members or the other Persons who may acquire an interest in Company Securities; and (iii) agrees that the execution, delivery or performance by the Company or any Affiliate of the Company of any agreement authorized or permitted under this Agreement shall not constitute a breach by the Board of Directors or any Officer of any duty that the Board of Directors or any Officer may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of any duty stated or implied by law or equity.

Section 7.2 Certificate of Formation .

The Certificate of Formation, as amended, has been filed by an authorized person of the Company within the meaning of the Delaware Act with the Secretary of State of the State of Delaware as required by the Delaware Act, such filing being hereby ratified, approved and confirmed in all respects. The Board of Directors shall use all reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company in the State of Delaware or any other state in which the Company may elect to do business or own property. To the extent that the Board of Directors determines such action to be necessary or appropriate, the Board of Directors shall direct the appropriate Officers of the Company as authorized persons of the Company to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the laws of the State of Delaware or of any other state in which the Company may elect to do business or own property. Subject to the terms of Section 3.4(a) , the Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

Section 7.3 Restrictions on the Board of Directors’ Authority .

(a) The Board of Directors may not, without written approval of the specific act by holders of all of the Outstanding Member Interests or by other written instrument executed and delivered by holders of all of the Outstanding Member Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement.

(b) Except as provided in ARTICLE X , ARTICLE XII and ARTICLE XIV , the Company may not, and the Board of Directors may not cause the Company to, sell, exchange or otherwise dispose of all or substantially all of the assets of the Company in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) without the prior approval of holders of a majority of the Outstanding Common Shares; provided, however, that a transaction with Cheniere Partners whereby the Company acquires assets and promptly transfers such assets to Cheniere Partners in exchange for Cheniere Partners Units shall not constitute a sale, exchange or disposition of all or substantially all of the assets of the Company.

Section 7.4 Officers .

(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. Such persons so designated by the Board of Directors shall be referred to as “ Officers .” Unless provided otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described below in this Section 7.4 .

(b) The Officers of the Company shall include a Chairman of the Board, a Chief Executive Officer, President, Chief Financial Officer and a Secretary, and may also include a Vice Chairman, Chief Financial Officer, Chief Operating Officer, one or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior,” “assistant” or otherwise, as the Board of Directors shall determine) and one or more Assistant Secretaries. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of Members and as necessary to fill vacancies. Each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any number of offices may be held by the same person. The compensation of Officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors or by such Officers as may be designated by resolution of the Board of Directors.

(c) Any Officer may resign at any time upon written notice to the Company. Any Officer, agent or employee of the Company may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to agents and employees who have not been appointed by the Board of Directors. Such removal shall be without prejudice to a Person’s contract rights, if any, but the appointment of any person as an Officer, agent or employee of the Company shall not of itself create contract rights.

(d) The President shall be the Chief Executive Officer of the Company unless the Board of Directors designates the Chairman of the Board as Chief Executive Officer. Subject to the control of the Board of Directors and the executive committee of the Board of Directors (if

any), the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may employ and discharge employees and agents of the Company except such as shall be appointed by the Board of Directors, and he or she may delegate these powers; he or she may agree upon and execute all contracts and other obligations in the name of the Company, and shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the Board of Directors.

(e) If elected, the Chairman of the Board shall preside at all meetings of the Members and of the Board of Directors; and shall have such other powers and duties as designated in this Agreement and as from time to time may be assigned to him or her by the Board of Directors.

(f) Unless the Board of Directors otherwise determines, the Chief Executive Officer shall have the authority to agree upon and execute all contracts and other obligations in the name of the Company; and, unless the Board of Directors otherwise determines, shall, in the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all meetings of the Members and (should he or she be a Director) of the Board of Directors; and he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the Board of Directors.

(g) In the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the Chief Executive Officer, or in the event of his or her absence or inability or refusal to act, the Vice President who is present and who is senior in terms of uninterrupted time as a Vice President of the Company shall so act. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Unless otherwise provided by the Board of Directors, each Vice President will have authority to act within his or her respective areas and to sign contracts relating thereto.

(h) The Chief Financial Officer shall have responsibility for the custody and control of all the funds and securities of the Company and shall have such other powers and duties as designated in this Agreement and as from time to time may be assigned to the Chief Financial Officer by the Board of Directors. The Chief Financial Officer shall perform all acts incident to the position of Chief Financial Officer, subject to the control of the Chief Executive Officer and the Board of Directors.

(i) The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Members and the Board of Directors. The Secretary shall have charge of the Company’s books and shall perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. The performance of any such duty shall, in respect of any other Person dealing with the Company, be conclusive evidence of his or her power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

(j) The Board of Directors may from time to time delegate the powers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof.

(k) Unless otherwise directed by the Board of Directors, the Chief Executive Officer or any Officer of the Company authorized by the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of Members of or with respect to any action of equity holders of any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other entities.

Section 7.5 Outside Activities .

To the fullest extent permitted by law, (a) it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever for any Director or Affiliate of such Director to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Director or Affiliate does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Director and (b) Directors shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Director. No Member or other Person shall have any rights by virtue of a Director’s duties as a Director or this Agreement in any business ventures of any Director. It is understood and acknowledged that a Director may concurrently serve on the board of directors of CEI, Cheniere GP Holding Company, LLC, the general partner of Cheniere Partners or any subsidiaries of such entities and an Officer may concurrently serve as an officer of CEI, Cheniere GP Holding Company, LLC, the general partner of Cheniere Partners or any subsidiaries of such entities. To the fullest extent permitted by law, when acting in their individual capacities or as officers or directors of CEI, Cheniere GP Holding Company, LLC or the general partner of Cheniere Partners or any affiliate of CEI, Cheniere GP Holding Company, LLC or the general partner of Cheniere Partners, Directors and Officers are not obligated to take into account the interests of the Company or its Members when taking (or refraining from taking) any action or making any recommendation.

Section 7.6 Indemnification .

(a) To the fullest extent permitted by law as it currently exists and to such greater extent as applicable law hereafter may permit, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Person is or was a Director or Officer of the Company, or, while serving as a Director or Officer of the Company, at the request of the Company, as a director, officer, employee, partner, manager, fiduciary or trustee of the Company or any other Person (each an

“ Indemnitee ”) or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding; provided , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.6(a) , the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the Person’s conduct was unlawful.

(b) To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any threatened, pending or completed action, suit or proceeding, by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person was serving as an Indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against losses, expenses (including attorneys’ fees), judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding; provided , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.6(b) , the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

(c) To the extent an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.6(a) or Section 7.6(b) , or in the defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith.

(d) Any indemnification under Section 7.6(a) or Section 7.6(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Person has met the applicable standard of conduct set forth in such section. Such determination shall be made, with respect to a Person who is a Director or Officer at the time of such determination, (i) by a majority vote of the Directors who are not parties to such action, suit or

proceeding, even though less than a quorum, (ii) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in an Opinion of Counsel.

(e) Expenses (including attorneys’ fees) incurred by an Indemnitee in defending any action, suit or proceeding referred to in Section 7.6(a) or Section 7.6(b) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding and in advance of any determination that such Indemnitee is not entitled to be indemnified, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such Person is not entitled to be indemnified by the Company as authorized in this Section 7.6 .

(f) The indemnification, advancement of expenses and other provisions of this Section 7.6 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(g) The Company may purchase and maintain insurance, on behalf of its Directors and Officers, and such other Persons as the Board of Directors shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(h) For purposes of the definition of Indemnitee in Section 7.6(a) , the Company shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan whenever the performance by such Person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such Person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.6(a) ; and action taken or omitted by such Person with respect to any employee benefit plan in the performance of such Person’s duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company.

(i) Any indemnification pursuant to this Section 7.6 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(j) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(k) If a claim under Section 7.6 of this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in this Agreement. Neither the failure of the Company (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its Members) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in this Agreement, nor an actual determination by the Company (including its Directors who are not parties to such action, a committee of such Directors or independent legal counsel) that the Indemnitee has not met the applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such advancement of expenses, under this Section 7.6 or otherwise shall be on the Company.

(l) The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not an action by or in the right of the Company) by reason of the fact that the Person is or was an employee (other than an Officer) or agent of the Company, or, while serving as an employee (other than an Officer) or agent of the Company is or was serving at the request of the Company as a director, officer, employee, partner, fiduciary, trustee or agent of another Person to the extent (i) permitted by the laws of the State of Delaware as from time to time in effect, and (ii) authorized by the Board of Directors. The Company may, to the extent permitted by Delaware law and authorized by the Board of Directors, pay expenses (including attorneys’ fees) reasonably incurred by any such employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon such terms and conditions as the Board of Directors determine. The provisions of this Section 7.6(l) shall not constitute a contract right for any such employee or agent.

(m) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(n) The indemnification, advancement of expenses and other provisions of this Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(o) Except to the extent otherwise provided in Section 7.6(l) , the right to be indemnified and to receive advancement of expenses in this Section 7.6 shall be a contract right. No amendment, modification or repeal of this Section 7.6 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. Any indemnification or payment or reimbursement of expenses made pursuant to this Section 7.6 shall be subject to applicable laws.

(p) The Board of Directors, acting alone and without the approval of any Member, may amend Section 7.6 of this Agreement.

Section 7.7 Exculpation of Liability of Indemnitees; Good Faith .

(a) Notwithstanding anything to the contrary set forth or implied in this Agreement, to the fullest extent permitted by law, no Director or Officer shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director or Officer, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such Person’s conduct was criminal. For purposes of this Agreement, a person shall be deemed to have acted in good faith if the action or omission of action was taken with the belief that it was in the best interests of the Company. Any action or omission of action shall be deemed to be in the best interests of the Company and its Shareholders if such Director or Officer believes that such action or omission of action is in, or not opposed to, the best interests of the Company and all of its Shareholders, taken together, or of Cheniere Partners and all of its unitholders, taken together. In addition, when acting in their individual capacities or as directors or officers of CEI, the general partner of Cheniere Partners or any affiliate of CEI, Directors and Officers shall not be obligated to take into account the interests of the Company or its Shareholders when taking or refraining from taking any action or making any recommendation.

(b) Subject to its obligations and duties as Board of Directors set forth in this ARTICLE VII , the Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith.

(c) Except as expressly set forth in this Agreement or required by the Delaware Act, neither the Directors nor any other Indemnitee shall have any duties (including fiduciary duties) or liabilities to the Company or to any Member. The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee, except to the extent inconsistent with applicable federal laws.

(d) Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.8 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties .

(a) Unless otherwise expressly provided in this Agreement or any limited liability company or other governing agreement of any Affiliate of the Company, whenever any actual or potential conflict of interest exists or arises between a Director, Officer or any of the Company’s Affiliates, on the one hand, and the Company, any of its subsidiaries, or any Member, on the other, any resolution or course of action by such Director, Officer or Affiliate of the Company in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any limited liability company or other governing agreement of any Affiliate of the Company, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Shares (excluding Common Shares owned by the Director, Officer or Affiliate of the Company), (iii) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board of Directors shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board of Directors may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, then it shall be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and, in either case, in any proceeding brought by any Member or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or of any other duty existing at law, in equity or otherwise.

(b) Whenever the Board of Directors or any committee thereof, or any Officer, makes a determination or takes or declines to take any other action, or any Affiliate of the Company causes the Board of Directors or any committee thereof, or any Officer, to do so, whether under this Agreement, any limited liability company or other governing agreement of any Affiliate of the Company, then, unless another express standard is provided for in this Agreement, the Board of Directors or such committee thereof, such Officer or such Affiliate causing such Persons to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards (including fiduciary standards) imposed by this Agreement, the limited liability company or other governing agreement of any Affiliate of the Company, or any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action believe that the determination or other action or inaction is in the best interests of the Company. In addition, any determination or other action or inaction shall be deemed to be in the best interests of the Company if such determination, action or inaction is in the best interest of the Company and all of its Shareholders, taken together or of Cheniere Partners and all of its unitholders, taken together. In taking (or refraining from taking) any action or making any recommendation to Common Shareholders, the Board of Directors or any committee thereof or any Officer, in determining whether such action or recommendation is in the best interest of the Company and its Shareholders, are permitted, but not required, to take into account the totality of the relationship between CEI, Cheniere Partners and the Company.

(c) Whenever a Director or Officer makes a determination or takes or declines to take any other action in his or her individual capacity or as an officer or director of CEI, the general partner of Cheniere Partners or any Affiliate of CEI, as opposed to in his or her capacity as a Director or Officer of the Company or any Affiliate of the Company causes such Director or Officer to do so, whether under this Agreement, any limited liability company or other governing agreement of any Affiliate of the Company or any other agreement contemplated hereby or otherwise, then such Director or Officer, or such Affiliate of the Company causing such Director of Officer to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any limited liability company or other governing agreement of any Affiliate of the Company, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action, or causing such Director or Officer to do so, shall be permitted to do so in their sole and absolute discretion, and without any obligation to take into account the interests of the Company or the Common Shareholders.

(d) A Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person’s professional or expert competence and who

has been selected with reasonable care by or on behalf of the Company. A Director may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by such Director, and any act taken or omitted to be taken in reliance upon the advice or opinion of such Persons as to matters that such Director reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

(e) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Section 7.9 Purchase of Company Securities; Issuance of Certain Rights Prohibited .

The Board of Directors may cause the Company to purchase or otherwise acquire Company Securities. Except in connection with Employee Benefit Plans, the Board of Directors may not cause the Company to issue any Derivative Shares.

Section 7.10 Reliance by Third Parties .

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Company has full power and authority to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Board of Directors or any Officer as if it were the Company’s sole party in interest, both legally and beneficially. To the fullest extent permitted by law, each Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of Directors or any Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Board of Directors or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting .

The Board of Directors shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business, including all

books and records necessary to provide to the Members any information required to be provided pursuant to this Agreement. Any books and records maintained by or on behalf of the Company in the regular course of its business, including the record of the Record Holders of Shares or other Company Securities, books of account and records of Company proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

Section 8.2 Fiscal Year .

The fiscal year of the Company shall be a calendar year ending December 31.

Section 8.3 Reports .

(a) As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Company, the Board of Directors shall cause to be mailed or made available, by any reasonable means (including posting on the Company’s or the Commission’s website), to each Record Holder of a Share as of a date selected by the Board of Directors, an annual report for the Company containing financial statements for such fiscal year, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a registered public accounting firm selected by the Board of Directors.

(b) As soon as practicable, but in no event later than 90 days after the close of each quarter except the last quarter of each fiscal year, the Board of Directors shall cause to be mailed or made available, by any reasonable means (including posting on the Company’s or the Commission’s website), to each Record Holder of a Share, as of a date selected by the Board of Directors, a report containing unaudited financial statements of the Company and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Common Shares are listed for trading, or as the Board of Directors determines to be necessary or appropriate.

ARTICLE IX

TAX MATTERS

Section 9.1 Tax Returns and Information .

The Company shall timely file all returns of the Company that are required for federal, state and local income tax purposes on the basis of the accrual method and a taxable year ending on December 31.

Section 9.2 Tax Elections .

(a) The Company has made an election under Treasury Regulation Section 301.7701-3(c) to be classified as an association taxable as a corporation for U.S. federal tax purposes. The Company shall not make an election to be classified as other than an association taxable as a corporation pursuant to Treasury Regulation Section 701.7701-3, except in accordance with Section 14.1(b)(iv) .

(b) Except as otherwise provided herein, the Board of Directors shall determine whether the Company should make any other elections permitted by the Code.

Section 9.3 Withholding .

Notwithstanding any other provision of this Agreement, the Board of Directors is authorized to take any action that may be required to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, and 1445 of the Code. Amounts withheld by the Company pursuant to this Section 9.3 and paid over to the applicable governmental authority shall be treated as having been paid to the Person in respect of whom such with withholding was made.

ARTICLE X

DISSOLUTION AND LIQUIDATION

Section 10.1 Dissolution .

The Company shall not be dissolved by the admission of Substituted Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

(a) an election to dissolve the Company by the Board of Directors that is approved by the holders of a majority of the Outstanding Common Shares;

(b) other than as contemplated by Section 10.1(f) , the Company ceasing to own any Cheniere Partners Units (whether as a result of a merger of Cheniere Partners or otherwise);

(c) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; provided, however, that a transaction with Cheniere Partners whereby the Company acquires assets and promptly transfers such assets to Cheniere Partners in exchange for Cheniere Partners Units shall not constitute a sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;

(d) the Company ceasing to have any Members, unless a Person is admitted as a Member to the Company and the Company is continued without dissolution in accordance with the Delaware Act;

(e) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act;

(f) a merger of Cheniere Partners in which securities of another entity are exchanged for all of the outstanding Cheniere Partners Units, unless the successor to Cheniere Partners is treated as a partnership for U.S. federal income tax purposes; or

(g) the sale by Cheniere Partners of all or substantially all of its assets in one or more transactions for cash and a distribution of such cash to holders of Cheniere Partners Units.

Section 10.2 Liquidator .

Upon dissolution of the Company, the Board of Directors shall act as, or select one or more Persons to act as, Liquidator. The Liquidator (if other than the Board of Directors) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common Shares. The Liquidator (if other than the Board of Directors) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority of the Outstanding Common Shares. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of at least a majority of the Outstanding Common Shares. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE X , the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b) ) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein.

Section 10.3 Liquidation .

The Liquidator shall proceed to dispose of the assets of the Company, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 18-804 of the Delaware Act and the following:

(a) Except as otherwise provided in Section 12.6 , the assets may be disposed of by public or private sale to one or more Members on such terms as the Liquidator and such Member or Members may agree. The Liquidator may defer liquidation or making a dividend of the Company’s assets for a reasonable time if it determines that an immediate sale or dividend of all or some of the Company’s assets would be impractical or would cause undue loss to the Members. The Liquidator may distribute the Company’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Members. If any property is dividended in kind in accordance with the preceding sentence, the Member receiving the property shall be deemed for purposes of Section 10.3(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash dividends must be made to the other Members.

(b) Liabilities of the Company include income taxes, amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 10.2 ) and amounts to Members otherwise than in respect of their dividend rights under ARTICLE VI .

With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment, including reserves for income taxes. When paid, any unused portion of the reserve shall be dividended as additional liquidation proceeds in accordance with Section 10.3(c) .

(c) All property and all cash in excess of that required to discharge liabilities as provided in Section 10.3(b) shall be dividended Pro Rata to the Common Shareholders and the Voting Shareholder, with the Voting Shareholder participating pari passu with the Common Shareholders as if the Voting Share were a single Common Share.

Section 10.4 Cancellation of Certificate of Formation .

Upon the completion of the winding up of the Company as provided in Section 10.3 , all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and the Company shall be terminated upon the cancellation of the Certificate of Formation.

Section 10.5 Return of Contributions .

To the fullest extent permitted by law, no Director or Officer will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate the return of the capital contributions of the Members or Shareholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets.

Section 10.6 Waiver of Partition .

To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company property.

ARTICLE XI

AMENDMENT OF AGREEMENT; MEETINGS OF MEMBERS; RECORD DATE

Section 11.1 Amendment of Limited Liability Company Agreement .

(a) General Amendments . Except as provided in Section 11.1(b) and Section 11.1(c) , the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 11.1(a) . If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 11.1(c) , then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the Members. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. Such special or annual meeting shall be called and held upon notice in accordance with Section 11.2 and Section 11.3 of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable.

At the meeting, a vote of holders of the Outstanding Common Shares shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by a majority of the Outstanding Common Shares, unless a different vote is required under this Agreement or by Delaware law.

(b) Amendments Requiring Shareholder Approval . Notwithstanding Section 11.1(a) but subject to Section 11.1(c) , the affirmative vote of the holders of a majority of the Outstanding Common Shares shall be required to adopt any amendment or provision that:

(i) is determined by the Board of Directors, in its good faith, to have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares);

(ii) reduces the time for any notice to which the Common Shareholders may be entitled;

(iii) enlarges the obligations of the Common Shareholders;

(iv) alters the circumstances under which the Company could be dissolved or wound up;

(v) changes the term of existence of the Company;

(vi) alters, amends, repeals or is inconsistent with Section 5.1(a) , Section 10.1 , Section 11.1(b) , Section 11.2 , Section 11.8 , Section 12.3 or Section 12.6 ; or

(vii) alters, amends, repeals or is inconsistent with ARTICLE XIV .

Notwithstanding anything to the contrary in this Agreement, (x) the affirmative vote of the holders of a majority of the Outstanding Common Shares shall be required to amend any tax sharing agreement between the Company and CEI, (y) the affirmative vote of the holder of the sole Outstanding Voting Share shall be required to adopt any amendment or provision that would alter the rights of the Voting Share and (z) the prior written consent of CEI shall be required to adopt any amendment or provision that would alter the rights of CEI granted in Section 14.1(a) .

(c) Amendments to be Adopted Solely by the Board of Directors . Notwithstanding Section 11.1(a) and Section 11.1(b) , the Board of Directors, without the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(i) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(ii) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;

(iii) a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;

(iv) a change that the Board of Directors determines in good faith will not have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares);

(v) a change that the Board of Directors determines to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Shares or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Shares are or will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Members, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.4 or (D) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(vi) a change that will facilitate the ability of Common Shareholders to obtain the benefits of, or to otherwise facilitate the consummation of, a Termination Transaction;

(vii) subject to Section 12.3 , the merger of the Company into, or the conveyance of all of the Company’s assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity that is taxed as a corporation for U.S. federal income tax purposes;

(viii) a change in the fiscal year or taxable year of the Company;

(ix) prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(x) prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the Opinion of Counsel, to make this Agreement compliant with the provisions of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended;

(xi) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the creation, authorization or issuance of any additional Common Shares or Derivative Shares pursuant to Section 5.1 ;

(xii) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;

(xiii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 12.3 ;

(xiv) a merger, conversion or conveyance pursuant to Section 12.3(d) ;

(xv) any amendment that is necessary as a result of an amendment to the Partnership Agreement; or

(xvi) any other amendments substantially similar to the foregoing.

Section 11.2 Amendment Requirements .

(a) Notwithstanding the provisions of Section 11.1 , no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Section 11.1 , no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c) , (ii) change Section 10.1(a) , or (iii) change the term of the Company or, except as set forth in Section 10.1(a) , give any Person the right to dissolve the Company.

(c) Except as provided in Section 12.3 , and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1 , any amendment that would have a material adverse effect on the rights or preferences of any class or series of Shares (including any particular class or series of Shares as compared to other classes of Shares) must be approved by the holders of not less than a majority of the Outstanding Shares of the class so affected.

Section 11.3 Shareholder Meetings; Action by Written Consent .

(a) All acts of Members to be taken hereunder shall be taken in the manner provided in this ARTICLE XI . Prior to the occurrence of a Cheniere Separation Event, meetings of the Shareholders for the transaction of such business as may properly come before such meeting shall be held on such day and at such time and place as the Board of Directors shall specify. On or after the occurrence of a Cheniere Separation Event, an annual meeting of Shareholders for the transaction of such business as may properly come before the meeting shall be held on such day and at such time and place as the Board of Directors shall specify.

(b) If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting, and be deemed present in person and vote at such meeting; provided, that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders.

(c) A failure to hold an annual meeting of Shareholders at the designated time shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If an annual meeting is not held on the date designated therefor, the Board of Directors shall cause the meeting to be held as soon as is convenient. Nothing in this Section 11.3 shall prevent the Members holding at least the number of Outstanding Shares as would otherwise be necessary to take any such action at a special meeting from taking any action by means of a consent in writing or by electronic transmission.

(d) Special meetings of the Members may be called only by a majority of the Board of Directors or by holders of a majority of the Outstanding Common Shares.

Section 11.4 Notice of Meetings of Members .

(a) Notice, stating the place, day and hour of any annual meeting or special meeting of the Members, as determined by the Board of Directors, and (i) in the case of a special meeting of the Members, the purpose or purposes for which the meeting is called, as determined by the Board of Directors or (ii) in the case of an annual meeting, those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the Shareholders, shall be delivered by the Company not less than 10 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with Section 15.1 to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware law. Only such business shall be conducted at a meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be postponed, and any special meeting of the Members may be canceled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of the Members.

(b) The Board of Directors shall designate the place of meeting for any annual meeting or for any special meeting of the Members. If no designation is made, the place of meeting shall be the principal office of the Company.

Section 11.5 Record Date .

For purposes of determining the Members entitled to notice of or to vote at a meeting of the Members, the Board of Directors may set a Record Date, which shall not be less than 10 nor more than 60 days before the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares are listed for trading, in which case the rule, regulation, guideline or

requirement of such exchange shall govern). If no Record Date is fixed by the Board of Directors, the Record Date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment or postponement of the meeting; provided, however, that the Board of Directors may fix a new Record Date for the adjourned or postponed meeting.

Section 11.6 Adjournment .

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 30 days. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this ARTICLE XI .

Section 11.7 Waiver of Notice; Approval of Meeting .

Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board of Directors. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

Section 11.8 Quorum; Required Vote for Member Action; Voting for Directors .

(a) At any meeting of the Members, the holders of a majority of the Outstanding Shares of the class or series or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or series or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Shares, in which case the quorum shall be such greater percentage. Except as provided by Section 11.10 , the submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Interests specified in this Agreement. In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time.

(b) Each Outstanding Voting Share shall be entitled to one vote per Voting Share in the election of Directors. Each Outstanding Common Share shall be entitled to one vote per Common Share on all matters submitted to a vote of the Common Shareholders. Subject to Section 11.8(d) , Common Shareholders shall have no voting rights whatsoever in the election of Directors or on any matter not explicitly stated in this Agreement to require a vote of the Common Shareholders or Member Interests (even if a right to vote would otherwise be provided under the Delaware Act).

(c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast by the holders of Outstanding Shares of the class or series or classes or series entitled to vote unless a greater percentage is required with respect to such matter under the Delaware Act or other applicable law, under the rules of any National Securities Exchange on which the Common Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Shares entitled to vote that in the aggregate represent at least such greater percentage shall be required.

(d) Prior to the occurrence of a Cheniere Separation Event, the Directors shall be elected by the affirmative vote of the Member holding the sole Outstanding Voting Share. On or after the occurrence of a Cheniere Separation Event, the Directors shall be elected by the affirmative vote of Members holding the lesser of (i) a majority of the Outstanding Common Shares and (ii) 67% of the Common Shares present at a meeting of the Members at which there is a quorum.

Section 11.9 Conduct of a Meeting; Member Lists .

(a) The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this ARTICLE XI , the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board of Directors shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company maintained by the Board of Directors. The Board of Directors may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Members, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote.

(b) A complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class of Interests and showing the address of each such Member and the number of Outstanding Shares registered in the name of such Member, shall be open to the examination of any Member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before the meeting, at the principal place of business of the Company. The Member list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member who is present.

Section 11.10 Action Without a Meeting .

Any action permitted or required to be taken at a meeting may be taken by Members holding at least the number of Outstanding Shares as would otherwise be necessary to take any such action at a meeting at which all Members entitled to vote were present and voting, by written consent or by electronic transmission.

Section 11.11 Voting and Other Rights .

(a) Only those Record Holders of Outstanding Shares on the Record Date set pursuant to Section 11.5 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Outstanding Shares or Member Interests have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Shares or Member Interests shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Shares.

(b) With respect to Outstanding Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Outstanding Shares are registered, such other Person shall, in exercising the voting rights in respect of such Outstanding Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Outstanding Shares in favor of, and at the direction of, the Person who is the beneficial owner, and the Company shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 11.11(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3 and Section 4.6 .

Section 11.12 Proxies and Voting .

(a) At any meeting of the Members, every holder of an Outstanding Share may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(b) The Company may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Company may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the Person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

(c) With respect to the use of proxies at any meeting of Members, the Company shall be governed by paragraphs (b), (c), (d) and (e) of Section 212 of the DGCL and other applicable provisions of the DGCL (but not Section 160(c) thereof), as though the Company were a Delaware corporation.

Section 11.13 Notice of Member Business and Nominations .

Notice of member business and nominations shall be conducted in accordance with the following:

(a) Prior to the occurrence of a Cheniere Separation Event, proposals of business to be considered by the Members at a meeting of Members may only be made by or at the direction of the Board of Directors.

(b) On or after the occurrence of a Cheniere Separation Event and subject to Section 7.1(d) , nominations of Persons for election to the Board of Directors and the proposal of business to be considered by the Members may be made at an annual meeting of Members (i) pursuant to the Company’s notice of meeting delivered pursuant to Section 11.4 , (ii) by or at the direction of the Board of Directors, (iii) for nominations to the Board of Directors only, by any holder of Outstanding Common Shares who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraph (b) or (d) of this Section 11.13 and who was a Record Holder of a sufficient number of Outstanding Common Shares as of the Record Date for such meeting to elect one or more members to the Board of Directors assuming that such holder cast all of the votes it is entitled to cast in such election in favor of a single candidate and such candidate received no other votes from any other holder of Outstanding Common Shares, or (iv) by any holder of Outstanding Common Shares who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraphs (c) or (d) of this Section 11.13 and who is a Record Holder of Outstanding Common Shares at the time such notice is delivered to the Secretary of the Company;

(c) For nominations to be properly brought before an annual meeting by a Shareholder pursuant to Section 11.13(b)(iii) , the Shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than 90 or more than 120 days prior to the first anniversary (the “ Anniversary ”) of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of Members; provided , however , that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not later than the close of business on the later of (x) the ninetieth day prior to such annual meeting or (y) the tenth day following the day on which public announcement of the date of such meeting is first made. Such Shareholder’s notice shall set forth: (A) as to each Person whom the Shareholder proposes to nominate for election or reelection as a Director all information relating to such Person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such Person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and (B) as to the Shareholder giving the notice and the beneficial owner, if

any, on whose behalf the nomination or proposal is made the name and address of such Shareholder, as they appear on the Company’s books, and of such beneficial owner, the class and number of Common Shares of the Company which are owned beneficially and of record by such Shareholder and such beneficial owner. Such holder shall be entitled to nominate as many candidates for election to the Board of Directors as would be elected assuming such holder cast the precise number of votes necessary to elect each candidate and no more votes were cast by such holder or any other holder for such candidates;

(d) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to Section 11.13(b)(iv) , (i) the Shareholder must have given timely notice thereof in writing to the Secretary of the Company, (ii) such business must be a proper matter for Member action under this Agreement and the Delaware Act, (iii) if the Shareholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Company with a Solicitation Notice, such Shareholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Company’s Outstanding Common Shares required under this Agreement or Delaware law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Company’s Outstanding Common Shares reasonably believed by such Shareholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such Shareholder, and must, in either case, have included in such materials the Solicitation Notice and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 11.13 , the Shareholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than 90 or more than 120 days prior to the first Anniversary; provided , however , that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not later than the close of business on the later of (x) the ninetieth day prior to such annual meeting or (y) the tenth day following the day on which public announcement of the date of such meeting is first made. Such Shareholder’s notice shall set forth: (A) as to each Person whom the Shareholder proposes to nominate for election or reelection as a Director all information relating to such Person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such Person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (B) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made the name and address of such Shareholder, as they appear on the Company’s books, and of such beneficial owner, the class and number of Common Shares of the Company which are owned beneficially and of record by such Shareholder and such beneficial owner, and whether either such Shareholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s Outstanding Common Shares required under this

Agreement or Delaware law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’s Outstanding Common Shares to elect such nominee or nominees (an affirmative statement of such intent, a “ Solicitation Notice ”);

(e) Notwithstanding anything in the second sentence of Section 11.13(c) or the second sentence of Section 11.13(d) to the contrary, if the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Company at least 90 days prior to the Anniversary, then a Shareholder’s notice required by this Section 11.13 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth day following the day on which such public announcement is first made by the Company;

(f) Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Section 11.4 . Subject to Section 7.1(d) , nominations of Persons for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the Board of Directors, (ii) by any holder of Outstanding Common Shares who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraph (b) or (d) of this Section 11.13 and who was a Record Holder of a sufficient number of Outstanding Common Shares as of the Record Date for such meeting to elect one or more members to the Board of Directors assuming that such holder cast all of the votes it is entitled to cast in such election in favor of a single candidate and such candidate received no other votes from any other holder of Outstanding Common Shares, or (iii) by any holder of Outstanding Common Shares who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 11.13 and who is a Record Holder of Outstanding Common Shares at the time such notice is delivered to the Secretary of the Company. Nominations by Shareholders of Persons for election to the Board of Directors may be made at such a special meeting of Members if the Shareholder’s notice as required by Section 11.13(c) or Section 11.13(d) shall be delivered to the Secretary of the Company not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of the seventieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Holders of Outstanding Common Shares making nominations pursuant to Section 11.13(e)(ii) shall be entitled to nominate the number of candidates for election at such special meeting as provided in Section 11.13(c) for an annual meeting;

(g) Except to the extent otherwise provided in Section 7.1(d) with respect to vacancies, only Persons who are nominated in accordance with the procedures set forth in this Section 11.13 shall be eligible to serve as Directors and only such business shall be conducted at a meeting of Members as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11.13 . Except as otherwise provided herein or required by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 11.13 and, if any proposed nomination or business is not in compliance with this Section 11.13 , to declare that such defective proposal or nomination shall be disregarded; and

(h) Notwithstanding the foregoing provisions of this Section 11.13 , a Member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11.13 . Nothing in this Section 11.13 shall be deemed to affect any rights of Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE XII

MERGER

Section 12.1 Authority .

The Company may merge or consolidate with one or more limited liability companies or “other business entities” as defined in Section 18-209 of the Delaware Act, formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written agreement of merger or consolidation (“ Merger Agreement ”) in accordance with this ARTICLE XII .

Section 12.2 Procedure for Merger or Consolidation of the Company .

Merger or consolidation of the Company pursuant to this ARTICLE XII requires the prior approval of the Board of Directors. If the Board of Directors shall determine to consent to the merger or consolidation, the Board of Directors shall approve the Merger Agreement, which shall set forth:

(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

(b) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “ Surviving Business Entity ”);

(d) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive;

(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 12.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and

(g) such other provisions with respect to the proposed merger or consolidation that the Board of Directors determines to be necessary or appropriate.

Section 12.3 Approval by Members of Merger or Consolidation of the Company .

(a) Except as provided in Section 12.3(d) and Section 12.6 , the Board of Directors, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Members entitled to vote thereon, whether at an annual meeting or a special meeting, in either case in accordance with the requirements of ARTICLE XI . A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of meeting.

(b) Except as provided in Section 12.3(d) and Section 12.6 , the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a majority of the Outstanding Common Shares, unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Shareholders or of any class of Members, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement.

(c) Except as provided in Section 12.3(d) and Section 12.6 , after such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger pursuant to Section 12.4 , the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement.

(d) Notwithstanding anything else contained in this ARTICLE XII or in this Agreement, the Board of Directors is permitted without Member approval, to convert the Company into a new limited liability entity, to merge the Company into, or convey all of the Company’s assets to, another limited liability entity which shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Company if (i) the Board of Directors has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Member, (ii) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of the Company into another limited liability entity that is taxable as a corporation for U.S. federal income tax purposes and (iii) the governing instruments of the new entity provide the Members and the Board of Directors with the same rights and obligations as are herein contained.

(e) Members are not entitled to dissenters’ rights of appraisal in the event of a merger or consolidation pursuant to Section 12.1 , a sale of all or substantially all of the assets of the Company or any other transaction or event.

Section 12.4 Certificate of Merger .

Upon the required approval by the Board of Directors and the Shareholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act, and such other filings as may be required by the laws of any other jurisdiction shall be made.

Section 12.5 Effect of Merger .

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity to the extent they were of each constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(b) To the fullest extent permitted by law, a merger or consolidation effected pursuant to this ARTICLE XII shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Section 12.6 Termination Transactions Involving Cheniere Partners .

(a) In the event of a merger of Cheniere Partners in which the Company receives only cash as consideration for its Cheniere Partners Units, the Company shall make a dividend of any such cash it receives in respect of the Cheniere Partners Units it owns (net of reserves for income taxes payable by the Company and other reserves as determined by the Board of Directors) in accordance with Section 10.3(c) and dissolve and its affairs will be wound up in accordance with ARTICLE X .

(b) If Cheniere Partners’ general partner and its affiliates elect to purchase all of the outstanding Cheniere Partners Units pursuant to the limited call right provided by Section 15.1 of the Partnership Agreement or any similar provision applicable to the Cheniere Partners Units, and as a result the Company is required to tender all of its Cheniere Partners Units, the Company will make a dividend of the cash it receives in respect of the Cheniere Partners Units it owns (net of reserves for income taxes payable by the Company and other reserves as determined by the Board of Directors) in accordance with Section 10.3(c) and dissolve and its affairs will be wound up in accordance with ARTICLE X .

(c) In the event that Cheniere Partners sells all or substantially all of its assets in one or more transactions for cash and makes a dividend of such cash to the Company, the Company will make a dividend of the cash it receives in respect of the Cheniere Partners Units it owns (net of reserves for income taxes payable by the Company and other reserves as determined by the Board of Directors) in accordance with Section 10.3(c) and dissolve and its affairs will be wound up in accordance with ARTICLE X .

Section 12.7 Business Combination Limitations .

(a) Notwithstanding any other provision of this Agreement, with respect to any “Business Combination” (as such term is defined in Section 203 of the DGCL), the provisions of Section 203 of the DGCL shall be applied with respect to the Company as though the Company were a Delaware corporation and as though the Common Shares were voting stock of the Company.

(b) Neither CEI nor any of its Affiliates shall be considered an “interested stockholder” under Section 203 of the DGCL for purposes of this Section 12.7 .

ARTICLE XIII

RIGHT TO ACQUIRE MEMBER INTERESTS

Section 13.1 Right to Acquire Member Interests .

(a) Notwithstanding any other provision of this Agreement, if at any time prior to a Cheniere Separation Event, CEI or any of its Affiliates holds 90% or more of the total Interests of any class then Outstanding (other than the Voting Share), CEI or such Affiliate shall then have the right, which right it may assign and transfer in whole or in part to the Company or any of its Affiliates, exercisable at its option, to purchase all, but not less than all, of such Interests of such class then Outstanding held by other holders, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 13.1(b) is mailed and (y) the highest cash price paid by such Person or any of its Affiliates for any such Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 13.1(b) is mailed. As used in this Agreement, (i) “ Current Market Price ” as of any date of any class of Interests listed or admitted to trading on any National Securities Exchange means the average of the daily Closing Prices per Interest of such class for the 20 consecutive Trading Days immediately prior to such date; (ii) “ Closing Price ” for any day means the average of the high bid and low asked prices on such day, regular way, or in the case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system for securities listed or admitted for trading on the principal National Securities Exchange on which the Interests of that class are listed or admitted to trading, or if the Interests of that class are not listed or admitted for trading on any National Securities Exchange, the last quoted price on that day, or if no quoted price exists, the average of the high bid and low asked price on that

day in the over-the-counter market, as reported by the primary reporting system then in use, or, if on any such day such Interests of such class are not quoted by any such organization of that type, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Interests of such class selected by the Board of Directors, or if on any such day no market maker is making a market in such Interests of such class, the fair value of such Interests on such day as determined by the Board of Directors; and (iii) “ Trading Day ” means a day on which the principal National Securities Exchange on which such Interests of any class are listed or admitted to trading is open for the transaction of business or, if Interests of a class are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

(b) If any Person elects to exercise the right to purchase Interests granted pursuant to Section 13.1(a) , the Board of Directors shall deliver to the Transfer Agent notice of such election to purchase (the “ Notice of Election to Purchase ”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Interests of such class (as of a Record Date selected by CEI) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 13.1(a) ) at which Interests will be purchased and state that such Person elects to purchase such Interests, upon surrender of Certificates representing such Interests, or the delivery of such other documentation as may be required to transfer uncertificated Interests, in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Interests are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Interests at his or her address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the Person exercising the right to purchase hereunder shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such Interests to be purchased in accordance with this Section 13.1 . If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days but not more than 60 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have been surrendered for purchase, or such other documentation as may be required to transfer uncertificated Interests shall not have been delivered, all rights of the holders of such Interests (including any rights pursuant to ARTICLE IV , ARTICLE V , ARTICLE VI , and ARTICLE X ) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 13.1(a) ) for Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Interests, or delivery of such other documentation as may be required to transfer uncertificated Interests, and such Interests shall thereupon be deemed to be transferred to the Person exercising the right to purchase hereunder on the record books of the Transfer Agent and the Company, and such Person shall be deemed to be the owner of all such Interests from and after the Purchase Date and shall have all rights as the owner of such Interests (including all rights as owner of such Interests pursuant to ARTICLE IV , ARTICLE V , ARTICLE VI , and ARTICLE X ).

(c) At any time from and after the Purchase Date, a holder of an Outstanding Interest subject to purchase as provided in this Section 13.1 may surrender his or her Certificate evidencing such Interest, or deliver such other documentation as may be required to transfer uncertificated Interests, to the Transfer Agent in exchange for payment of the amount described in Section 13.1(a) , therefor, without interest thereon.

(d) Upon the exercise by any Person of the right to purchase Interests granted pursuant to Section 13.1(a) , no Member shall be entitled to dissenters’ rights of appraisal.

ARTICLE XIV

COVENANTS

Section 14.1 Covenants of the Company .

(a) Notwithstanding anything in this Agreement to the contrary, the Company shall not, other than in connection with a Termination Transaction or with the affirmative vote of Shareholders holding at least a majority of the Outstanding Common Shares and the prior written consent of CEI:

(i) sell or otherwise transfer any Cheniere Partners Units owned by the Company as of the date hereof; or

(ii) vote any Cheniere Partners Units in favor of the removal of Cheniere Energy Partners GP, LLC or its successor or permitted assign as the general partner of Cheniere Partners.

(b) Notwithstanding anything in this Agreement to the contrary, the Company shall not, other than in connection with a Termination Transaction or with the affirmative vote of Shareholders holding at least a majority of the Outstanding Common Shares:

(i) issue options, warrants or other securities entitling the holder to purchase Interests (other than Derivative Shares issued in connection with Employee Benefit Plans);

(ii) sell, exchange or otherwise dispose of all or substantially all of the assets of the Company in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination); provided, however, that a transaction with Cheniere Partners whereby the Company acquires assets and promptly transfers such assets to Cheniere Partners in exchange for Cheniere Partners Units shall not constitute a sale, exchange or disposition of all or substantially all of the assets of the Company;

(iii) liquidate, merge or recapitalize (except in accordance with ARTICLE XII ); or

(iv) revoke or change the Company’s election to be classified as an association taxable as a corporation for U.S. federal tax purposes.

(c) Notwithstanding anything in this Agreement to the contrary, the Company shall not, other than in connection with a Termination Transaction or with the affirmative vote of either a majority of the Board of Directors (including a majority of the Independent Directors) or a committee of the Board of Directors comprised solely of Independent Directors, elect, in accordance with the Partnership Agreement, to convert the Cheniere Partners Class B Units other than in connection with an automatic conversion of Cheniere Partners Class B Units.

(d) The Company hereby agrees to register for resale under the Securities Act and applicable state securities laws any of the Shares (other than the Voting Share) proposed to be sold by CEI or any of its Affiliates or their assignees if an exemption from the registration requirements of the Securities Act is not otherwise available. CEI hereby agrees to pay all expenses incidental to any such registration.

Section 14.2 Covenant of CEI .

Notwithstanding anything in this Agreement to the contrary, CEI shall not, other than in connection with a Termination Transaction or with the affirmative vote of Shareholders holding at least a majority of the Outstanding Common Shares, cause a Cheniere Separation Event to occur unless, at the time such Cheniere Separation Event would become effective, the Company has at least three Independent Directors serving on the Board of Directors.

ARTICLE XV

GENERAL PROVISIONS

Section 15.1 Addresses and Notices .

Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address described below. Any notice, payment or report to be given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Company Securities at his or her address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Company, regardless of any claim of any Person who may have an interest in such Company Securities by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 15.1 executed by the Company, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the Company is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his or her address) if they are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of

such notice, payment or report to the other Members. Any notice to the Company shall be deemed given if received by the Secretary at the principal office of the Company designated pursuant to Section 2.3 . The Board of Directors and the Officers may rely and shall be protected in relying on any notice or other document from a Member or other Person if believed by it to be genuine.

Section 15.2 Further Action .

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.3 Binding Effect .

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.4 Integration .

This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 15.5 Creditors .

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company (other than the Indemnitees with respect to Section 7.7 ).

Section 15.6 Waiver .

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.7 Counterparts .

This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Share, upon accepting the Certificate evidencing such Share, or upon the Transfer Agent making an entry in the Shareholder records of the Company evidencing such Share in the case of the issuance of uncertificated Shares.

Section 15.8 Applicable Law .

This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws.

Section 15.9 Invalidity of Provisions .

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.10 Consent of Members .

Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

[ Signature Page Follows ]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


CHENIERE ENERGY, INC.

By:		/s/ H. Davis Thames
Name:		H. Davis Thames
Title:		Senior Vice President and Chief Financial Officer

[Signature page to Amended and Restated Limited Liability Company Agreement]

EXHIBIT A

to the Amended and Restated Limited Liability Company Agreement of

Cheniere Energy Partners LP Holdings, LLC

Certificate Evidencing Common Shares

Representing Member Interests in

Cheniere Energy Partners LP Holdings, LLC

No. [ ] [ ] Common Shares

In accordance with Section 4.1 of the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC, as amended, supplemented or restated from time to time (the “ Company Agreement ”), Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “ Company ”), hereby certifies that [ ] (the “ Holder ”) is the registered owner of Common Shares representing Interests in the Company (the “ Common Shares ”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Common Shares are set forth in, and this Certificate and the Common Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 700 Milam, Suite 800, Houston, Texas 77002 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by the Company Agreement, (ii) represented and warranted that the Holder has all capacity, power and authority to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This Certificate shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws thereof.

Date:

A-1

Reverse of Certificate

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

Additional abbreviations, though not in the above list, may also be used.


TEN COM — as tenants in common		UNIF GIFT/TRANSFERS MIN ACT

TEN ENT — as tenants by the entireties		Custodian (Cust) (Minor)

JT TEN — as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act (State)

Additional abbreviations, though not in the above list, may also be used.

A-2

ASSIGNMENT OF COMMON SHARES

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC


FOR VALUE RECEIVED,


(Please print or typewrite name and address				(Please insert Social Security or other
of Assignee)				identifying number of Assignee)

Common Shares representing Member Interests evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Cheniere Energy Partners LP Holdings, LLC.


Date:		NOTE: The signature to any endorsement
		hereon must correspond with the name as
		written upon the face of this Certificate in
		every particular, without alteration,
		enlargement or change.

SIGNATURE(S) MUST BE GUARANTEED
BY A MEMBER FIRM OF THE NATIONAL		(Signature)
ASSOCIATION OF SECURITIES DEALERS,
INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY SIGNATURE(S)		(Signature)
GUARANTEED

No transfer of the Common Shares evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Common Shares to be transferred is surrendered for registration of transfer.

A-3

Exhibit 10.1

TAX SHARING AGREEMENT

BY AND AMONG

CHENIERE ENERGY, INC.

AND ITS AFFILIATED COMPANIES

AND

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC

AND ITS AFFILIATED COMPANIES

December 18, 2013

TABLE OF CONTENTS


ARTICLE I. DEFINITIONS		1
Section 1.01	Definitions	1

ARTICLE II. PREPARATION AND FILING OF TAX RETURNS PRIOR TO DECONSOLIDATION YEAR		5
Section 2.01	Manner of Filing	5

ARTICLE III. ALLOCATION OF TAXES PRIOR TO DECONSOLIDATION YEAR		5
Section 3.01	Liability of the Holdings Group for Consolidated and Combined Taxes	5
Section 3.02	Holdings Group Federal Income Tax Liability	6
Section 3.03	Holdings Group Combined Tax Liability	6
Section 3.04	Preparation and Delivery of Pro Forma Tax Returns	6
Section 3.05	Holdings Payment	6
Section 3.06	Subsequent Changes in Treatment of Tax Items	7
Section 3.07	State and Local Filings	7

ARTICLE IV. PREPARATION AND FILING OF TAX RETURNS FOR AND AFTER THE DECONSOLIDATION YEAR		7
Section 4.01	Manner of Filing	7
Section 4.02	Pre-Deconsolidation Tax Returns	7
Section 4.03	Post-Deconsolidation Tax Returns	8
Section 4.04	Tax Attributes, Initial Determination and Subsequent Adjustments	8
Section 4.05	Accumulated Earnings and Profits, Initial Determination and Subsequent Adjustments	8

ARTICLE V. ALLOCATION OF TAXES FOR AND AFTER DECONSOLIDATION YEAR; ALLOCATION OF ADDITIONAL TAX LIABILITIES		9
Section 5.01	Liability of the Holdings Group for Consolidated and Combined Taxes	9
Section 5.02	Holdings Group Federal Income Tax Liability	9
Section 5.03	Holdings Group Combined Tax Liability	9
Section 5.04	Preparation and Delivery of Pro Forma Tax Returns	10
Section 5.05	Holdings Payment	10
Section 5.06	Subsequent Changes in Treatment of Tax Items	10
Section 5.07	Allocation of Additional Tax Liabilities	10
Section 5.08	Tax Attributes of Holdings Not Carried Back	11

ARTICLE VI. TAX DISPUTE INDEMNITY; CONTROL OF PROCEEDINGS; COOPERATION AND EXCHANGE OF INFORMATION		11
Section 6.01	Tax Dispute Indemnity and Control of Proceedings	11
Section 6.02	Cooperation and Exchange of Information	11
Section 6.03	Reliance on Exchanged Information	13
Section 6.04	Payment of Tax and Indemnity	13


ARTICLE VII. WARRANTIES AND REPRESENTATIONS; INDEMNITY		13
Section 7.01	Warranties and Representations Relating to Actions of CEI and Holdings	13
Section 7.02	Calculation of Indemnity Payments	14
Section 7.03	Prompt Performance	14
Section 7.04	Interest	14
Section 7.05	Tax Records	14
Section 7.06	Continuing Covenants	14

ARTICLE VIII. MISCELLANEOUS PROVISIONS		15
Section 8.01	Notice	15
Section 8.02	Required Payments	15
Section 8.03	Injunctions	15
Section 8.04	Further Assurances	16
Section 8.05	Parties in Interest	16
Section 8.06	Setoff	16
Section 8.07	Change of Law	16
Section 8.08	Termination and Survival	16
Section 8.09	Amendments; No Waivers	16
Section 8.10	Governing Law and Interpretation	17
Section 8.11	Resolution of Certain Disputes	17
Section 8.12	Confidentiality	17
Section 8.13	Costs, Expenses and Attorneys’ Fees	18
Section 8.14	Counterparts	18
Section 8.15	Severability	18
Section 8.16	Entire Agreement	18
Section 8.17	Assignment	18
Section 8.18	Fair Meaning	19
Section 8.19	Effective Date	19
Section 8.20	Titles and Headings	19
Section 8.21	Construction	19

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TAX SHARING AGREEMENT

This Tax Sharing Agreement (the “ Agreement ”), is entered into as of this December 18, 2013 (the “ Effective Date ”), by and between CHENIERE ENERGY, INC., a Delaware corporation (“ CEI ”) and CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC, a Delaware limited liability company (“ Holdings ”).

RECITALS

WHEREAS, CEI is the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Code, which currently files a consolidated federal income tax return;

WHEREAS, CEI owns all of the interests in Holdings, Holdings has been and is currently a member of the CEI Group (as defined below) and the Holdings Group (as defined below) includes various entities that join with CEI in the filing of a consolidated U.S. federal income tax return, in addition to limited liability companies and other entities organized under the laws of domestic jurisdictions;

WHEREAS, CEI intends to effect an initial public offering (“ IPO ”) of Holdings common shares that will reduce CEI’s ownership of Holdings to not less than the amount required for CEI to satisfy the stock ownership requirement set forth in Section 1504(a)(2) of the Code with respect to the shares of Holdings;

WHEREAS, in contemplation of the IPO, CEI, on behalf of itself and its present and future subsidiaries other than any member of the Holdings Group (the “ CEI Group ”), and Holdings, on behalf of itself and other Holdings Group Members (together, the “ Holdings Group ”), are entering into this Agreement to provide for the allocation between the CEI Group and the Holdings Group of all responsibilities, liabilities and benefits relating to all Taxes paid or payable by either group for the tax periods, or portions thereof, beginning on or after the Effective Date and to provide for certain other matters.

NOW, THEREFORE, in consideration of the mutual agreements, provisions, and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions . The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

“ Accounting Referee ” is defined in Section 8.11 herein.

“ Affiliate ” of any person means any person, corporation, partnership or other entity directly or indirectly controlling, controlled by or under common control with such person.

“ Affiliated Group ” means an affiliated group of corporations within the meaning of Section 1504(a) of the Code for the taxable period in question.

“ CEI ” is defined in the Recitals to this Agreement.

“ CEI Group ” is defined in the Recitals to this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the taxable period in question.

“ Combined Group ” means a group of corporations or other entities that files a Combined Return.

“ Combined Return ” means any Tax Return (other than for Federal Income Tax) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis that includes activities of members of Holdings Group and the CEI Group.

“ Consolidated Group ” means the Affiliated Group of which CEI is the common parent corporation.

“ Consolidated Return ” means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

“ Deconsolidation ” means the event that reduces the amount of Holdings common shares owned directly or indirectly by CEI to be less than the amount required for CEI to satisfy the stock ownership requirement set forth in Section 1504(a)(2) of the Code with respect to the shares of Holdings.

“ Deconsolidation Date ” means the date a Deconsolidation occurs.

“ Deconsolidation Year ” means the taxable year in which a Deconsolidation Date occurs.

“ Deemed NOL Amount ” means the amount of Holdings’ gross deferred tax liabilities for financial reporting purposes immediately prior to the Effective Date, increased by the aggregate losses recognized by Holdings Group on the Holdings Group Pro Forma Consolidated Returns, and decreased by the aggregate amount previously utilized by Holdings Group on the Holdings Group Pro Forma Consolidated Returns; provided that in no event will the amount of the Deemed NOL Amount exceed CEI’s then available consolidated net operating loss carryforward.

“ Disputed Tax Issue ” is defined in Section 6.01(a) herein.

“ Disputed Tax Issue Indemnitee ” is defined in Section 6.01(a) herein.

“ Disputed Tax Issue Indemnitor ” is defined in Section 6.01(a) herein.

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“ Effective Date ” is defined in the Recitals to this Agreement.

“ Federal Income Tax ” means any Tax imposed under Subtitle A of the Code or any other provision of United States Federal Income Tax law (including, without limitation, the Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code), and any interest, additions to Tax or penalties applicable or related thereto.

“ Final Determination ” means the final resolution of any Tax (or other matter) for a taxable period, including related interest or penalties, that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (i) by the expiration of a statute of limitations or a period for the filing of claims for refunds, amending Tax Returns, appealing from adverse determinations, or recovering any refund (including by offset), (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable, (iii) by a closing agreement or an accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under laws of other jurisdictions, (iv) by execution of an Internal Revenue Service Form 870 or 870-AD, or by a comparable form under the laws of other jurisdictions (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Tax Authority to assert a further deficiency with respect to such Tax Item for such period), or (v) by any allowance of a refund or credit, but only after the expiration of all periods during which such refund may be adjusted.

“ Holdings ” is defined in the Recitals to this Agreement.

“ Holdings Group ” is defined in the Recitals to this Agreement.

“ Holdings Group Combined Tax Liability ” means, with respect to any taxable period, the Holdings Group’s liability for Taxes owed with respect to Combined Returns, as determined under Section 3.03 or Section 5.03 of this Agreement as the case requires.

“ Holdings Group Federal Income Tax Liability ” means, with respect to any taxable period, the Holdings Group’s liability for U.S. Federal Income Taxes, as determined under Section 3.02 or Section 5.02 of this Agreement as the case requires.

“ Holdings Group Members ” means those entities or divisions of entities included in the Holdings Group as set forth on Exhibit A hereto.

“ Holdings Group Pro Forma Combined Return ” means a pro forma Combined Return or other schedule prepared pursuant to Section 3.03 or Section 5.03 of this Agreement as the case requires.

“ Holdings Group Pro Forma Consolidated Return ” means a pro forma consolidated U.S. Federal Income Tax Return or other schedule prepared pursuant to Section 3.02 or Section 5.02 of this Agreement as the case requires.

“ Indemnifying Party ” means the Party that breaches any warranty, representation or covenant in this Agreement or has a payment obligation pursuant to this Agreement.

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“ Indemnified Party ” means the Party receiving payments from the Indemnifying Party pursuant to this Agreement.

“ IPO ” is defined in the Recitals to this Agreement.

“ IRS ” means the United States Internal Revenue Service or any successor thereto, including, but not limited to, its agents, representatives, and attorneys.

“ Notice ” is defined in Section 8.01 herein.

“ Party ” means each of CEI and Holdings, and, solely for purposes of this definition, “CEI” includes the CEI Group and “Holdings” includes the Holdings Group, all as of the Deconsolidation Date. Each of CEI and Holdings shall cause the CEI Group and the Holdings Group, respectively, to comply with this Agreement.

“ Post-Deconsolidation Period ” means any period beginning after the Deconsolidation Date.

“ Pre-Deconsolidation Period ” means any period ending on or before the Deconsolidation Date.

“ Required Tax Attribute Carryback ” is defined in Section 5.08 hereof.

“ State Tax Sharing Agreements ” means (i) the Tax Sharing Agreement dated November 9, 2006, between CEI and Sabine Pass LNG, L.P., (ii) the Tax Sharing Agreement dated August 9, 2012, between CEI and Sabine Pass Liquefaction, LLC, and (iii) the Tax Sharing Agreement dated May 28, 2013, between CEI and Cheniere Creole Trail Pipeline, L.P.

“ Tax ” means any of the Taxes.

“ Tax Attribute ” means one or more of the following attributes of a member of the Holdings Group: (i) with respect to the Consolidated Return, a net operating loss, a net capital loss, an unused investment credit, an unused foreign tax credit, an excess charitable contribution, a U.S. federal minimum tax credit or U.S. federal general business credit (but not tax basis or earnings and profits) and (ii) any comparable Tax Item reflected on a Combined Return.

“ Tax Authority ” means a governmental authority (foreign or domestic) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including, without limitation, the U.S. Internal Revenue Service).

“ Tax Controversy ” means any audit, examination, dispute, suit, action, litigation or other judicial or administrative proceeding initiated by Holdings, CEI, the IRS or any other Tax Authority.

“ Tax Item ” means any item of income, gain, loss, deduction or credit, or other item reflected on a Tax Return or any Tax Attribute.

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“ Tax Return ” means any return, report, certificate, form or similar statement or document (including, any related or supporting information or schedule attached thereto and any information return, amended Tax Return, claim for refund or declaration of estimated tax) required to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“ Taxes ” means all forms of taxation, whenever created or imposed, and whenever imposed by a national, local, municipal, governmental, state, federation or other body, and without limiting the generality of the foregoing, shall include net income, alternative or add-on minimum tax, gross income, sales, use, ad valorem, gross receipts, value added, franchise, profits, license, transfer, recording, withholding, payroll, employment, excise, severance, stamp occupation, premium, property, windfall profit, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any related interest, penalties, or other additions to tax, or additional amounts imposed by any Tax Authority.

Any term used but not capitalized herein that is defined in the Code or in the Treasury Regulations thereunder, shall to the extent required by the context of the provision at issue, have the meaning assigned to it in the Code or such regulation.

ARTICLE II.

PREPARATION AND FILING OF TAX

RETURNS PRIOR TO DECONSOLIDATION YEAR

Section 2.01 Manner of Filing .

(a) For periods after the Effective Date and prior to any Deconsolidation Year, CEI shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed: (1) all Consolidated Returns and (2) all Combined Returns.

(b) For periods after the Effective Date and prior to the Deconsolidation Year, the Holdings Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed, all Tax Returns of the Holdings Group Members other than those provided for in Section 2.01(a).

ARTICLE III.

ALLOCATION OF TAXES PRIOR TO DECONSOLIDATION YEAR

Section 3.01 Liability of the Holdings Group for Consolidated and Combined Taxes . For each taxable year, or portion thereof, ending prior to the Deconsolidation Year and beginning on or after the Effective Date, the Holdings Group shall be liable to CEI for an amount equal to the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability to the extent such liabilities are paid by CEI.

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Section 3.02 Holdings Group Federal Income Tax Liability . With respect to each taxable year or portion thereof ending prior to the Deconsolidation Year and beginning on or after the Effective Date, the Holdings Group Federal Income Tax Liability for such taxable period shall be the Federal Income Taxes for such taxable period, as determined on a Holdings Group Pro Forma Consolidated Return prepared:

(a) assuming that the members of the Holdings Group were not included in the Consolidated Group and by including only Tax Items of members of the Holdings Group that are included in the Consolidated Return;

(b) except as provided in Section 3.02(e) hereof, using all elections, accounting methods and conventions used on the Consolidated Return for such period;

(d) assuming that the Holdings Group has a net operating loss carryforward equal to the Deemed NOL Amount (as reasonably determined by CEI) available to offset the Holdings Group’s pro forma federal income tax liability for such period; and

(e) assuming that the Holdings Group elects not to carry back any net operating losses.

Section 3.03 Holdings Group Combined Tax Liability . With respect to any taxable year, or portions thereof, ending prior to the Deconsolidation Year and beginning on or after the Effective Date, the Holdings Group Combined Tax Liability shall be the sum for such taxable period of the Holdings Group’s liability for Taxes owed with respect to Combined Returns, as determined on the Holdings Group Pro Forma Combined Returns prepared in a manner consistent with the principles and procedures set forth in Section 3.02 hereof.

Section 3.04 Preparation and Delivery of Pro Forma Tax Returns . Not later than ninety (90) days following the date on which the related Consolidated Return or Combined Return, as the case may be, is filed with the appropriate Tax Authority, CEI shall prepare and deliver to Holdings pro forma Tax Returns calculating the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability which is attributable to the period covered by such filed Tax Return.

Section 3.05 Holdings Payment .

(a) For Federal Income Tax Liability . If the Holdings Group incurs a pro forma Holdings Group Federal Income Tax Liability (as determined under this Article III), Holdings shall pay to CEI, if CEI in its sole discretion demands such payment, an amount equal to such Tax liability.

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(b) For Combined Tax Liability . If the Holdings Group incurs a pro forma Holding Group Combined Tax Liability (as determined under this Article III), Holdings shall pay to CEI, if CEI in its sole discretion demands such payment, an amount equal to such Tax liability reduced by any payments received by CEI under the State Tax Sharing Agreements.

(c) Holdings shall pay the amount determined pursuant to this Section 3.05 to CEI, on or before 60 days after the date for filing, taking into account any extensions of time within which to file that have been granted, the Consolidated Return or the Combined Return to which such payments relate.

Section 3.06 Subsequent Changes in Treatment of Tax Items . For any taxable year ending prior to the Deconsolidation Year and beginning on or after the Effective Date, in the event of a change in the treatment of any Tax Item of any member of the Consolidated Group or a Combined Group as a result of a Final Determination, CEI shall calculate the change to the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability (including any adjustment to the Deemed NOL Amount).

Section 3.07 State and Local Filings . Any Taxes associated with the filing of a separate Tax Return in a state or local jurisdiction with respect to a Holdings Group Member shall be allocated to and paid directly by such member. Any Taxes and Tax Attributes associated with the filing of a Combined Return in a state or local jurisdiction that includes the Tax Items of one or more Holdings Group Members shall be allocated to such members by CEI in a manner consistent with the principles set forth in this Article III and consistent with past practices.

ARTICLE IV.

PREPARATION AND FILING OF TAX RETURNS FOR AND AFTER THE

DECONSOLIDATION YEAR

Section 4.01 Manner of Filing . Except to the extent otherwise provided herein, all Tax Returns filed with U.S. federal and state Tax Authorities for the Deconsolidation Year shall be prepared (in the absence of a controlling change in law or circumstances or consent of CEI with such consent not to be unreasonably withheld) consistent with past practices, elections, accounting methods, conventions, and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar items have been filed prior to the Deconsolidation Date.

Section 4.02 Pre-Deconsolidation Tax Returns . Except as provided in Section 4.03(b) hereof, all Tax Returns required to be filed for the portion of the Deconsolidation Year ending on the Deconsolidation Date shall be filed by the party who would bear responsibility under Section 2.01 hereof if such Tax Returns were for the periods prior to the Deconsolidation Year.

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Section 4.03 Post-Deconsolidation Tax Returns .

(a) Tax Returns of the Holdings Group for the portion of the Deconsolidation Year beginning after the Deconsolidation Date and all periods after the Deconsolidation Year shall be filed by Holdings and all Tax Returns of the CEI Group for the portion of the Deconsolidation Year beginning after the Deconsolidation Date and all periods after the Deconsolidation Year shall be filed by CEI.

(b) All Holdings Group state or local income Tax Returns for the Deconsolidation Year that are filed based on a complete fiscal year (i.e. there is not a Tax year end as of the Deconsolidation Date) shall be filed by Holdings.

(c) If Deconsolidation occurs for federal Tax purposes but Combined Returns are still required to be filed under applicable law, the CEI and Holdings Tax departments will develop procedures consistent with this Agreement for handling such Combined Returns.

Section 4.04 Tax Attributes, Initial Determination and Subsequent Adjustments . Within ninety (90) days following a Deconsolidation Date, CEI shall notify Holdings of the aggregate amount of Tax Attributes of the Consolidated Group and all Combined Groups that CEI has determined are allocable to the Holdings Group as of the Deconsolidation Date, as calculated in accordance with the appropriate provisions of the Code and the Treasury Regulations thereunder by CEI. The notice provided by CEI to Holdings hereunder shall include supporting documentation which details the calculation of Tax Attributes allocated to the Holdings Group as of the Deconsolidation Date. Within sixty (60) days after filing the Consolidated Return for the taxable year that includes the Deconsolidation Date, CEI shall notify Holdings of any adjustments in the Tax Attributes of the Consolidated Group and all Combined Groups as of the Deconsolidation Date and shall provide to Holdings supporting documentation which details the recalculation of Tax Attributes of the Consolidated Group and all Combined Groups allocable to the Holdings Group as of the Deconsolidation Date. If in subsequent Tax years, a Final Determination results in an adjustment to the Tax Attributes on the Tax records of CEI as of the Deconsolidation Date, CEI shall promptly notify Holdings of the adjustment within sixty (60) days after receiving written notice of such Final Determination, and shall provide Holdings with supporting documentation which details the recalculation of Tax Attributes of the Consolidated Group and all Combined Groups allocable to the Holdings Group as of the Deconsolidation Date.

Section 4.05 Accumulated Earnings and Profits, Initial Determination and Subsequent Adjustments . Within ninety (90) days following a Deconsolidation Date, CEI shall notify Holdings of the balance of accumulated earnings and profits on CEI’s Tax records as of the Deconsolidation Date which are allocable to the Holdings Group, as calculated in accordance with the appropriate provisions of the Code and the Treasury Regulations thereunder (including Section 312(h) of the Code and Treasury Regulations § 1.312-10 or any successor regulation thereto) by CEI. The notice provided by CEI to Holdings hereunder shall include supporting documentation which details the calculation of earnings and profits allocated to the Holdings Group as of the Deconsolidation Date. Within sixty (60) days after filing the Consolidated Return for the taxable year that includes the Deconsolidation Date, CEI shall notify Holdings of any adjustments in the CEI earnings and profits as of the Deconsolidation Date and shall provide

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to Holdings supporting documentation which details the recalculation of CEI earnings and profits allocable to the Holdings Group as of the Deconsolidation Date. If in subsequent Tax years, a Final Determination results in an adjustment to the accumulated earnings and profits on the Tax records of CEI as of the Deconsolidation Date, CEI shall promptly notify Holdings of the adjustment within sixty (60) days after receiving written notice of such Final Determination, and shall provide Holdings with supporting documentation which details the recalculation of CEI earnings and profits allocable to the Holdings Group as of the Deconsolidation Date.

ARTICLE V.

ALLOCATION OF TAXES FOR AND AFTER DECONSOLIDATION YEAR;

ALLOCATION OF ADDITIONAL TAX LIABILITIES

Section 5.01 Liability of the Holdings Group for Consolidated and Combined Taxes . For the Deconsolidation Year, the Holdings Group shall be liable to CEI for an amount equal to the Holdings Group Federal Income Tax Liability and the Holdings Group Combined Tax Liability to the extent such liability was paid by CEI.

Section 5.02 Holdings Group Federal Income Tax Liability . With respect to the Deconsolidation Year , the Holdings Group Federal Income Tax Liability for such taxable period shall be the Federal Income Taxes for such taxable period, as determined on an Holdings Group Pro Forma Consolidated Tax Return prepared:

(b) except as provided in Section 5.02(e) hereof, using all elections, accounting methods and conventions used on the Consolidated Return for such period;

(e) assuming that the Holdings Group elects not to carry back any net operating losses.

Section 5.03 Holdings Group Combined Tax Liability . With respect to the Deconsolidation Year, the Holdings Group Combined Tax Liability shall be the sum for such taxable period of the Holdings Group’s liability for Taxes owed with respect to Combined Returns, as determined on the Holdings Group Pro Forma Combined Returns prepared in a manner consistent with the principles and procedures set forth in Section 5.02 hereof.

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Section 5.04 Preparation and Delivery of Pro Forma Tax Returns . Not later than ninety (90) days following the date on which the related Consolidated Return or Combined Return, as the case may be, is filed with the appropriate Tax Authority, CEI shall prepare and deliver to Holdings pro forma Tax Returns calculating the Holdings Group Federal Income Tax Liability or the Holdings Group Combined Tax Liability, which is attributable to the period covered by such filed Tax Return.

Section 5.05 Holdings Payment . For the Deconsolidation Year, Holdings will pay CEI (a) the pro forma Holdings Group Federal Income Tax Liability and (b) the pro forma Holdings Group Combined Tax Liability reduced by any payments received by CEI pursuant to the State Tax Sharing Agreements, within sixty (60) days following the delivery to Holdings by CEI of a Holdings Group Pro Forma Consolidated Tax Return or a Holdings Group Pro Forma Combined Return, as the case may be.

Section 5.06 Subsequent Changes in Treatment of Tax Items . For the Deconsolidation Year, in the event of a change in the treatment of any Tax Item of any member of the Consolidated Group or a Combined Group as a result of a Final Determination, CEI shall calculate the change to the Holdings Group Federal Income Tax Liability or Holdings Group Combined Tax Liability (including any adjustment to the Deemed NOL Amount).

Section 5.07 Allocation of Additional Tax Liabilities .

(a) Refunds . Each Party shall be entitled to retain or be paid all refunds of Tax received, whether in the form of payment, credit or otherwise, from any Tax Authority with respect to any Tax for which such Party is responsible under this Article V.

(b) Allocation of Taxable Items . CEI shall determine the amounts of income, gain, loss, deduction, and credit of the Holdings Group for the Pre-Deconsolidation Period that are properly includible in the Consolidated Return for the taxable year which includes the Deconsolidation Date. For all relevant purposes of this Agreement, the members of the Holdings Group and each Holdings Combined Group shall cease to be members of the Consolidated Group as of the end of the Deconsolidation Date, and the Holdings Group shall cause the book of account of the Holdings Group to be closed for accounting and Tax purposes as of the end of the Deconsolidation Date in accordance with CEI’s direction. In determining consolidated taxable income for the taxable period that ends on the Deconsolidation Date, the income and other items of the Holdings Group shall be determined in good faith by CEI in accordance with Treasury Regulations §§ 1.1502-76(b)(1), 1.1502-76(b)(2)(i) and 1.1502-76(b)(2)(iv) and no election shall be made under § 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made in good faith by CEI under Treasury Regulations § 1.1502-76(b)(2)(iii) if such allocation is determined by CEI in good faith to be necessary to appropriately allocate items in the event the Deconsolidation Date occurs on any date other than the last day of any month.

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Section 5.08 Tax Attributes of Holdings Not Carried Back . With respect to any Tax Attributes incurred by the Holdings Group in a Post-Deconsolidation Period, Holdings shall not, and shall cause each member of the Holdings Group to not, elect to carry back Tax Attributes to a Pre-Deconsolidation Period. In the event the applicable Tax law requires a Tax Attribute of the Holdings Group arising in a Post-Deconsolidation Period to be carried back to a Pre-Deconsolidation Period Tax Return of CEI or other member of the CEI Group (such Tax Attribute being a “Required Tax Attribute Carryback”), Holdings shall notify CEI of such Required Tax Attribute Carryback sixty (60) days prior to the date such Tax Return must be filed and Holdings shall timely provide CEI with all information reasonably necessary to properly account for such Required Tax Attribute Carryback on such Tax Return. If a Required Tax Attribute Carryback that is reported on a Tax Return filed by CEI or other member of the CEI Group produces an actual Tax savings to CEI or other member of the CEI Group, CEI shall pay Holdings an amount equal to such savings within sixty (60) days following the filing of such Tax Return.

ARTICLE VI.

TAX DISPUTE INDEMNITY; CONTROL OF PROCEEDINGS; COOPERATION AND

EXCHANGE OF INFORMATION

Section 6.01 Tax Dispute Indemnity and Control of Proceedings .

(a) Whenever a Party becomes aware of the existence of an issue which relates to any Tax liability of the other Party (a “Disputed Tax Issue” of such other Party), and the rights or responsibilities under this Agreement of such Party may be affected by the resolution of such Disputed Tax Issue, such Party (a “Disputed Tax Issue Indemnitee”) shall promptly notify the other Party (the “Disputed Tax Issue Indemnitor”) of the Disputed Tax Issue. The Disputed Tax Issue Indemnitor has the right to defend, handle, settle or contest at its cost any Disputed Tax Issue.

(b) Except as provided in this Article VI, CEI shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has a filing responsibility under this Agreement. Holdings shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement. Except as otherwise provided in this Article VI, any costs incurred in handling, settling or contesting any Tax Controversy shall be borne by the Party having full responsibility and discretion thereof.

Section 6.02 Cooperation and Exchange of Information .

(a) Each Party shall cooperate fully at such time and to the extent reasonably requested by the other Party in connection with the preparation and filing of any Tax Return or claim for refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or other matters considered in this Agreement. Such cooperation shall include, without limitation, the following: (i) forwarding promptly copies of appropriate notices and forms or other communications received from any Tax Authority (including any IRS revenue agent’s

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report or similar report, notice of proposed adjustment, or notice of deficiency) or sent to any Tax Authority or any other administrative, judicial or other governmental authority that relate to a Disputed Tax Issue; (ii) the retention and provision on demand of Tax Returns, books, records (including those concerning ownership and Tax basis of property which either Party may possess), documentation or other information relating to the Tax Returns, including accompanying schedules, related workpapers, and documents relating to rulings or other determinations by Taxing Authorities, until the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof) subject to the provisions of Section 6.02(e) hereof; (iii) the provision of additional information, including an explanation of material provided under clause (i) of Section 6.02(a) hereof, to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return by CEI or Holdings or of their respective subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (v) such Party’s commercially reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing.

(b) Both Parties shall use reasonable efforts to keep each other advised as to the status of Tax audits or Tax Controversies involving a Disputed Tax Issue and cooperate in a defense with respect to a Disputed Tax Issue in any Tax Controversy.

(c) Each Party shall make its employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters.

(d) If either Party fails to provide any information requested pursuant to Section 6.02 hereof within a reasonable period, as determined in good faith by the Party requesting the information, then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that thirty (30) days prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within thirty (30) days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with the requirements of Section 6.02 hereof and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

(e) Upon the expiration of any statute of limitations, the documentation of CEI or Holdings or any of their respective subsidiaries, including, without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto, shall not be destroyed or disposed of unless (i) the Party proposing such destruction or disposal provides sixty (60) days prior written notice to the other Party describing in reasonable detail the documentation to be destroyed or disposed of and (ii) the recipient of such notice agrees in writing to such destruction or disposal. If the recipient of such notice objects, then the Party proposing the destruction or disposal shall promptly deliver such materials to the objecting Party at the expense of the objecting Party.

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Section 6.03 Reliance on Exchanged Information . If either Party supplies information to the other Party upon such Party’s request, and an officer of the requesting Party intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the Party supplying such information shall certify, to the best of such Party’s knowledge, the accuracy and completeness of the information so supplied.

Section 6.04 Payment of Tax and Indemnity . CEI shall timely pay (or shall cause to be timely paid) all Taxes of the Consolidated Group, of any Combined Group and of any entity or person that is not a member of the Holdings Group and shall indemnify and hold harmless Holdings for all liability for Taxes of any member of the Consolidated Group, of any Combined Group or of any other person or entity that is not a member of the Holdings Group assessed against any member of the Holdings Group pursuant to Treasury Regulations § 1.1502-6 or any analogous or similar law.

ARTICLE VII.

WARRANTIES AND REPRESENTATIONS; INDEMNITY

Section 7.01 Warranties and Representations Relating to Actions of CEI and Holdings . Each of CEI and Holdings warrants and represents to the other that:

(a) it is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to own, lease and operate its properties, to carry on its business as presently conducted and to carry out the transactions contemplated by this Agreement;

(b) it has duly and validly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;

(c) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject, as to the enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement or creditors’ rights generally from time to time in effect and (ii) to general principles of equity, whether enforcement is sought in a proceeding at law or in equity; and

(d) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the compliance with any of the provisions of this Agreement will not (i) conflict with or result in a breach of any provision of its certificate of incorporation, certificate of formation, or by-laws, (ii) breach, violate or result in a default under any of the terms of any agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be bound, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or affecting any of its properties or assets.

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Section 7.02 Calculation of Indemnity Payments . Except as otherwise provided under this Agreement, to the extent that the Indemnifying Party has an indemnification or payment obligation to the Indemnified Party pursuant to this Agreement, the Indemnified Party shall provide the Indemnifying Party with its calculation of the amount of such obligation. The documentation of such calculation shall provide sufficient detail to permit the Indemnifying Party to reasonably understand the calculation. All indemnification payments shall be made to the Indemnified Party or to the appropriate Tax Authority as specified by the Indemnified Party within the time prescribed for payment in this Agreement, or if no period is prescribed, within thirty (30) days after delivery by the Indemnified Party to the Indemnifying Party of written notice of an indemnification obligation. Any disputes with respect to indemnification payments shall be resolved in accordance with Section 8.11 below.

Section 7.03 Prompt Performance . All actions required to be taken by any Party under this Agreement shall be performed within the time prescribed for performance in this Agreement, or if no period is prescribed, such actions shall be performed promptly.

Section 7.04 Interest . Payments pursuant to this Agreement that are not made within the period prescribed in Section 7.02 shall bear interest (compounded daily) from and including the date immediately following the last date of such period through and including the date of payment at a rate equal to the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

Section 7.05 Tax Records . The Parties to this Agreement hereby agree to retain and provide on proper demand by any Tax Authority (subject to any applicable privileges) the books, records, documentation and other information relating to any Tax Return until the later of (a) the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof), (b) the date specified in an applicable records retention agreement entered into with the IRS, (c) a Final Determination made with respect to such Tax Return and (d) the final resolution of any claim made under this Agreement for which such information is relevant. Notwithstanding the prior sentence, no Party may destroy any such records without the approval of all other Parties to this Agreement as described in Section 6.02 hereof.

Section 7.06 Continuing Covenants . Each Party agrees (1) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to the other Party and (2) to take any action reasonably requested by the other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

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ARTICLE VIII.

MISCELLANEOUS PROVISIONS

Section 8.01 Notice . Any notice, demand, claim, or other communication required or permitted to be given under this Agreement (a “Notice”) shall be in writing and may be personally serviced, provided a receipt is obtained therefor, or may be sent by certified mail, return receipt requested, postage prepaid, or may be sent by telecopier, with acknowledgment of receipt requested, to the either of the Parties at the following addresses (or at such other address as one Party may specify by notice to the other Party):


CEI at:		Cheniere Energy, Inc.
		700 Milam Street, Suite 800
		Houston, Texas 77002
		Telecopier Number: (713) 375-6000
		Attn: Director of Taxes

Holdings at:		Cheniere Energy Partners LP Holdings, LLC
		700 Milam Street, Suite 800
		Houston, Texas 77002
		Telecopier Number: (713) 375- 6000
		Attn: Director of Taxes

A Notice which is delivered personally shall be deemed given as of the date specified on the written receipt therefor. A Notice mailed as provided herein shall be deemed given on the third business day following the date so mailed. A Notice delivered by telecopier shall be deemed given upon the date it is transmitted. Notification of a change of address may be given by either Party to the other in the manner provided in Section 8.01 hereof for providing a Notice.

Section 8.02 Required Payments . Unless otherwise provided in this Agreement, any payment of Tax required shall be due within thirty (30) days of a Final Determination of the amount of such Tax.

Section 8.03 Injunctions . The Parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

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Section 8.04 Further Assurances . Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the Parties shall, in connection with entering into this Agreement, perform its obligations hereunder and take any and all actions relating hereto, comply with all applicable laws, regulations, orders, and decrees, obtain all required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority and promptly provide the other Party with all such information as such Party may reasonably request in order to be able to comply with the provisions of this sentence.

Section 8.05 Parties in Interest . Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is intended to confer any right or benefit upon any person, firm or corporation other than the Parties and their respective successors and permitted assigns.

Section 8.06 Setoff . All payments to be made under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

Section 8.07 Change of Law . If, due to any change in applicable law or regulations or the interpretation thereof by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 8.08 Termination and Survival . Notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) or until otherwise agreed to in writing by CEI and Holdings, or their successors.

Section 8.09 Amendments; No Waivers .

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by CEI and Holdings, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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Section 8.10 Governing Law and Interpretation . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in the State of Delaware.

Section 8.11 Resolution of Certain Disputes . Any disagreement between the Parties with respect to any matter that is the subject of this Agreement, including, without limitation, any disagreement with respect to any calculation or other determinations by CEI hereunder, which is not resolved by mutual agreement of the Parties, shall be resolved by a nationally recognized independent accounting firm chosen by and mutually acceptable to the Parties hereto (an “Accounting Referee”). Such Accounting Referee shall be chosen by the Parties within fifteen (15) business days from the date on which one Party serves written notice on the other Party requesting the appointment of an Accounting Referee, provided that such notice specifically describes the calculations to be considered and resolved by the Accounting Referee. In the event the Parties cannot agree on the selection of an Accounting Referee, then the Accounting Referee shall be any office or branch of the public accounting firm of KPMG. The Accounting Referee shall resolve any such disagreements as specified in the notice within thirty (30) days of appointment; provided, however, that no Party shall be required to deliver any document or take any other action pursuant to this Section 8.11 if it determines that such action would result in the waiver of any legal privilege or any detriment to its business. Any resolution of an issue submitted to the Accounting Referee shall be final and binding on the Parties hereto without further recourse. The Parties shall share the costs and fees of the Accounting Referee equally.

Section 8.12 Confidentiality . Except to the extent required to protect a Party’s interests in a Tax Controversy, each Party shall hold and shall cause its consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such Party) concerning the other Party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party shall not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be advised of the provisions of this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

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Section 8.13 Costs, Expenses and Attorneys’ Fees . Except as expressly set forth in this Agreement, each Party shall bear its own costs and expenses incurred pursuant to this Agreement. In the event either Party to this Agreement brings an action or proceeding for the breach or enforcement of this Agreement, the prevailing party in such action, proceeding, or appeal, whether or not such action, proceeding or appeal proceeds to final judgment, shall be entitled to recover as an element of its costs, and not as damages, such reasonable attorneys’ fees as may be awarded in the action, proceeding or appeal in addition to whatever other relief the prevailing party may be entitled. For purposes of Section 8.13 hereof, the “prevailing party” shall be the Party who is entitled to recover its costs; a Party not entitled to recover its costs shall not recover attorneys’ fees. No sum for attorneys’ fees shall be counted in calculating the amount of the judgment for purposes of determining whether a Party is entitled to recover its costs or attorneys’ fees.

Section 8.14 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Section 8.15 Severability . The Parties hereby agree that, if any provision of this Agreement should be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such provision in the particular jurisdiction in which such adjudication was made, and only to the extent of the invalidity, and any such invalidity or unenforceability in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All other remaining provisions of this Agreement shall remain in full force and effect for the particular jurisdiction and all other jurisdictions.

Section 8.16 Entire Agreement . This Agreement and the State Tax Sharing Agreements contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all other agreements, whether or not written, in respect of any Tax between or among any member or members of the CEI Group, on the one hand, and any member or members of the Holdings Group, on the other hand, and all such other agreements (other than the State Tax Sharing Agreements) are hereby terminated.

Section 8.17 Assignment . This Agreement is being entered into by CEI and Holdings on behalf of themselves and each member of the CEI Group and Holdings Group, respectively. This Agreement shall constitute a direct obligation of each such member and shall be deemed to have been readopted and affirmed on behalf of any corporation which becomes a member of the CEI Group or Holdings Group in the future. CEI and Holdings hereby guarantee the performance of all actions, agreements and obligations provided for under this Agreement of each member of the CEI Group and Holdings Group, respectively. CEI and Holdings shall, upon the written request of the other, cause any of their respective group members to formally execute this Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the successors, assigns and persons controlling any of the corporations bound hereby for so long as such successors, assigns or controlling persons are members of the CEI Group or the Holdings Group or their successors and assigns.

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Section 8.18 Fair Meaning . This Agreement shall be construed in accordance with its fair meaning and shall not be construed strictly against the drafter.

Section 8.19 Effective Date . This Agreement is effective on the Effective Date.

Section 8.20 Titles and Headings . Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part or to affect the meaning or interpretation of this Agreement.

Section 8.21 Construction . In this Agreement, unless the context otherwise requires the terms “herein,” “hereof,” and “hereunder” refer to this Agreement.

SPACE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the day and year first above written.


Cheniere Energy, Inc.

By:		/s/ H. Davis Thames

Name:		H. Davis Thames

Title:		Senior Vice President and Chief Financial Officer

Cheniere Energy Partners LP Holdings, LLC

By:		/s/ H. Davis Thames

Name:		H. Davis Thames

Title:		Chief Financial Officer

- 20 -

EXHIBIT A

E NTITIES C OMPRISING THE H OLDINGS G ROUP

I.	For U.S. Federal Income Tax Purposes

Cheniere Energy Partners LP Holdings, LLC

CQH Holdings Company

II.	For Taxes (Other than for U.S. Federal Income Tax) Filed on a Consolidated, Combined, or Unitary Basis

Cheniere Energy Partners LP Holdings, LLC

CQH Holdings Company

Cheniere Energy Partners, L.P.

Cheniere Energy Investments, LLC

Sabine Pass Liquefaction Expansion, LLC

Sabine Pass LNG-GP, LLC

Sabine Pass LNG-LP, LLC

Sabine Pass LNG, L.P.

Sabine Pass Tug Services, LLC

10.

Sabine Pass Liquefaction, LLC

11.

Cheniere Midstream Services, LLC

12.

Cheniere NGL Pipeline, LLC

13.

Cheniere Pipeline GP Interests, LLC

14.

Cheniere Creole Trail Pipeline, L.P.

Exhibit 10.2

December 18, 2013

Cheniere Energy Partners LP Holdings, LLC

700 Milam Street, Suite 800

Houston, Texas 77002

Attention: President

Re:	Management and Administrative Services to be Provided by Cheniere LNG Terminals, LLC (“Cheniere”) to Cheniere Energy Partners LP Holdings, LLC (“Holdings”)

Gentlemen:

Except as otherwise defined herein, all capitalized terms shall have the meaning set out in the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC dated as of December 13, 2013 (as it may be amended or modified and in effect from time to time, the “LLC Agreement”).

Effective as of December 18, 2013 (the “Effective Date”), Cheniere agrees to provide or cause to be provided to or for the benefit of Holdings and its subsidiaries, all technical, commercial, regulatory, financial, accounting, cash management, treasury, tax and legal staffing and related support and all management and other services, including the services of Holdings’ directors and officers who are also directors and officers of Cheniere, in each case which are necessary or reasonably requested by Holdings in order to conduct its business as contemplated by the LLC Agreement (such support and services, collectively, the “Services”). In connection with the Services, Cheniere shall, as soon as reasonably practicable, provide Holdings with such reports, contracts, agreements, arrangements, documents and other information relating to or in connection with the Services (including, without limitation, any subcontracts, other third party contracts and any agreement or arrangements related thereto) as Holdings may reasonably request from time to time.

In consideration of the Services to be provided by Cheniere to Holdings under paragraph 1 above, Holdings agrees to pay Cheniere: (i) a nonaccountable overhead reimbursement charge (the “Services Fee”) at the rate of $1.0 million per year (payable in quarterly installments of $250,000 per quarter, in arrears), subject to adjustment for inflation as provided below, plus (ii) any and all third-party out-of-pocket costs, expenses or other disbursements incurred by Cheniere in connection with its provision of Services, including any fees that Cheniere incurs on behalf of Holdings for financial, legal, tax advisory and financial advisory services, and printing costs and other expenses that are incurred in connection with the initial public offering of Holdings or as a result of being a publicly traded entity, such as costs associated with annual, quarterly and other reports to Holdings’ shareholders, tax returns and Form 1099-DIV preparation and distribution, exchange listing fees, printing costs, limited liability company governance and compliance expenses and registrar and transfer agent fees. The Services Fee shall be adjusted annually effective each January 1 (commencing January 1, 2014) for changes in

the United States Consumer Price Index for All Urban Consumers as published from time to time by the Bureau of Labor Statistics of the U.S. Department of Labor (All Urban Consumers, U.S., All Items, 1982 – 1984. Not Seasonally Adjusted. Series I.D. CUUR0000SA0).

This letter agreement is solely and exclusively between Cheniere and Holdings, and any obligations created herein shall be the sole obligation of the parties hereto. Neither party shall have any recourse to any parent, partner, subsidiary, joint venture, Affiliate, director or officer of the other party for the performance of such obligations, unless such obligations are assumed in writing by the Person against whom recourse is sought. Holdings will indemnify and hold Cheniere harmless in respect of any losses as a result of breach of this letter agreement by Holdings; provided that the aggregate amount of such losses payable by Holdings under this letter agreement in any calendar year shall be limited to, and shall in no event exceed, the amount paid or payable to Cheniere by Holdings pursuant to paragraph 2 above in such calendar year; provided that the foregoing limitation on liability shall not apply with respect to any gross negligence, willful misconduct, fraud or intentional breach of this letter agreement by Holdings. Cheniere will indemnify and hold Holdings harmless in respect of any losses as a result of breach of this letter agreement by Cheniere; provided that the aggregate amount of such losses payable by Cheniere under this letter agreement in any calendar year shall be limited to, and shall in no event exceed, the amount paid or payable to Cheniere by Holdings pursuant to paragraph 2 above in such calendar year.

Cheniere may in its sole discretion assign this letter agreement and all rights and obligations of Cheniere under this letter agreement to another entity that is wholly owned, directly or indirectly, by Cheniere Energy, Inc. (other than Cheniere Energy Partners GP, LLC and Cheniere Energy Partners, L.P. and their respective subsidiaries), such assignment to be effective upon delivery to Holdings by Cheniere and such assignee of a written instrument of assumption and assignment providing for the assumption of this letter agreement and all such rights and obligations by the assignee, and the prospective release of Cheniere with respect thereto, and otherwise reasonably satisfactory to Holdings.

This letter agreement shall have an initial term of one year, commencing on the date hereof, and will automatically renew for additional one-year terms unless notice of nonrenewal is provided by either party at least 90 days prior to the next renewal date; provided, however, that if a Cheniere Separation Event (as defined below) occurs, Holdings may provide written notice to Cheniere to terminate this letter agreement (i) within 60 days after the occurrence of such Cheniere Separation Event, in which case such termination shall be effective 90 days after delivery of such notice to Cheniere or (ii) at any time following 60 days after the occurrence of such Cheniere Separation Event, in which case such termination shall be effective between 90 days and 180 days after delivery of such notice to Cheniere, as specified in such notice. Notwithstanding anything to the contrary in this paragraph 5:

(a)

in the event (i) Cheniere is bankrupt, insolvent, incurs a dissolution, or cessation of its business, (ii) Cheniere ceases to provide all Services required to be performed by it hereunder for ten (10) consecutive days except as required or permitted hereunder, or (iii) Cheniere materially fails to perform its obligations hereunder (including, without limitation, the performing of Services) which continues for thirty (30) days after Cheniere’s receipt of notice of such failure from Holdings which notice shall include Holdings’ recommendation for a cure of such failure, unless Cheniere commences to cure such failure within said thirty (30) days and cures such failure within seventy-five (75) days after its receipt of the aforesaid notice, then Holdings shall have the right, in its sole and absolute discretion, to do any or all of the following: (1) terminate this letter agreement; (2) obtain specific performance of Cheniere’s obligations hereunder; (3) perform (or engage a third party to perform) Cheniere’s obligations hereunder, and (4) pursue any and all other remedies available at law or in equity; and

(b)

in the event (i) Holdings is bankrupt, insolvent, incurs a dissolution, or cessation of its business, (ii) Holdings materially fails to perform its obligations hereunder which continues for thirty (30) days after Holdings’ receipt of notice of such failure from Cheniere, unless Holdings commences to cure such failure within said thirty (30) days and either cures or continues diligently to cure, or (iii) a default by Holdings in its payment obligations to Cheniere, unless Holdings has cured such default within thirty (30) days from receipt of written notice of such default from Cheniere, then Cheniere shall have the right, in its sole and absolute discretion, to do any or all of the following: (1) terminate this letter agreement; and (2) pursue any and all other remedies available at law or in equity.

As used herein, “Cheniere Separation Event” has the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated as of December 13, 2013, as amended, restated or otherwise modified from time to time.

Neither party shall be in default in the performance of any of its obligations under this letter agreement or liable to the other party for failing to perform its obligations hereunder (other than the obligation to pay money when due) to the extent prevented by any circumstance or event beyond the reasonable control of such party (“Force Majeure Event”). The affected party shall provide prompt written notice of the Force Majeure Event to the other party and use all reasonable efforts to continue to perform its obligations hereunder.

Following the occurrence of a Force Majeure Event, Cheniere (a) shall take all reasonable measures to mitigate or limit the amount of external audit, external tax (excluding outsourcing substantially all of such function), external legal (excluding outsourcing substantially all of such function) and financing fees incurred by Cheniere that are necessary to perform the services hereunder (“Ancillary Expenses”) until the effects of the Force Majeure Event are remedied, (b) shall reduce or eliminate the Services Fee as appropriate to reflect modifications to levels of Service provided, and (c) shall take such actions as are reasonably directed by Holdings after consultation with Cheniere. Holdings shall continue to pay such reduced Services Fee.

7.	This letter agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with and governed by, the laws of the State of Texas excluding its conflicts of laws principles that would apply the laws of another jurisdiction.

(Signature page follows)

If the foregoing memorializes our agreement, please sign in the space provided below and return a fully executed counterpart to the undersigned.


Sincerely, Cheniere LNG Terminals, LLC

By:		/s/ H. Davis Thames
Name:		H. Davis Thames
Title:		Chief Financial Officer


Agreed as of the above date: Cheniere Energy Partners L.P. Holdings, LLC
By:		/s/ H. Davis Thames
Name:		H. Davis Thames
Title:		Chief Financial Officer

Exhibit 10.3

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

CHENIERE GP HOLDING COMPANY, LLC

(a Delaware Limited Liability Company)

December 13, 2013

TABLE OF CONTENTS


Article I Definitions		2
SECTION 1.01	Definitions	2
SECTION 1.02	Construction	6

Article II Organization		6
SECTION 2.01	Continuation	6
SECTION 2.02	Name	6
SECTION 2.03	Registered Office; Registered Agent; Principal Office	7
SECTION 2.04	Purposes	7
SECTION 2.05	Term	7
SECTION 2.06	No State Law Partnership	7
SECTION 2.07	Title to Company Assets	7
SECTION 2.08	Liability of Members, Directors And Officers	7

Article III Membership		8
SECTION 3.01	Membership Interests; Additional Members	8
SECTION 3.02	Access To Information	8
SECTION 3.03	Liability	8

Article IV Capital Contributions		9
SECTION 4.01	Initial Capital Contributions	9
SECTION 4.02	Loans	9
SECTION 4.03	Return of Contributions	9

Article V Distributions		9
SECTION 5.01	Distributions	9
SECTION 5.02	Varying Interests	9
SECTION 5.03	Limitations on Distributions	10

Article VI Management		10
SECTION 6.01	Management by Board of Directors	10
SECTION 6.02	Number; Qualification; Tenure	10
SECTION 6.03	Regular Meetings	10
SECTION 6.04	Annual Meetings	11
SECTION 6.05	Special Meetings	11
SECTION 6.06	Action By Consent of Board or Committee of Board	11
SECTION 6.07	Conference Telephone Meetings	11
SECTION 6.08	Quorum	11
SECTION 6.09	Vacancies; Increases in the Number of Directors	12
SECTION 6.10	Committees	12
SECTION 6.11	Resignation or Removal	12
SECTION 6.12	Compensation	13

-i-



Article VII Officers		13
SECTION 7.01	Elected Officers	13
SECTION 7.02	Election and Term of Office	13
SECTION 7.03	Chairman of the Board	13
SECTION 7.04	Chief Executive Officer	14
SECTION 7.05	President	14
SECTION 7.06	Chief Financial Officer	14
SECTION 7.07	Chief Operating Officer	15
SECTION 7.08	Vice Presidents	15
SECTION 7.09	Treasurer	15
SECTION 7.10	Secretary	15
SECTION 7.11	Powers of Attorney	16
SECTION 7.12	Delegation of Authority	16
SECTION 7.13	Compensation and Expenses	16
SECTION 7.14	Removal	16
SECTION 7.15	Vacancies	16

Article VIII Member Meetings		16
SECTION 8.01	Meetings	16
SECTION 8.02	Notice of a Meeting	17
SECTION 8.03	Action by Consent of Members	17
SECTION 8.04	Member Vote	17
SECTION 8.05	Designation of Directors	17
SECTION 8.06	Cheniere Separation Event; Effect	17

Article IX Indemnification of Directors, Officers, Employees and Agents		18
SECTION 9.01	Indemnification	18

Article X Taxes, Books, Records, Reports, and Bank Accounts		20
SECTION 10.01	Federal Income Tax Treatment	20
SECTION 10.02	Maintenance of Books	20
SECTION 10.03	Reports	20
SECTION 10.04	Bank Accounts	20

Article XI Dissolution, Winding-Up, Termination and Conversion		21
SECTION 11.01	Dissolution	21
SECTION 11.02	Winding-Up and Termination	21
SECTION 11.03	Certificate of Cancellation	22

Article XII Transfer of Membership Interest		22

Article XIII General Provisions		22
SECTION 13.01	Offset	22
SECTION 13.02	Notices	23
SECTION 13.03	Entire Agreement; Superseding Effect	23
SECTION 13.04	Effect of Waiver or Consent	24
SECTION 13.05	Amendment or Restatement	24
SECTION 13.06	Binding Effect	24
SECTION 13.07	Governing Law; Severability	24
SECTION 13.08	Further Assurances	25
SECTION 13.09	Counterparts	25

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

CHENIERE GP HOLDING COMPANY, LLC

A Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as further amended, supplemented or restated from time to time, this “ Agreement ”) of CHENIERE GP HOLDING COMPANY, LLC, a Delaware limited liability company (the “ Company ”), dated as of December 13, 2013, is adopted, executed and agreed to by Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (“ Cheniere Holdings ”), and Cheniere LNG Terminals, LLC, a Delaware limited liability company (“ Terminals ”), as the Members of the Company.

WHEREAS, Cheniere Energy Partners GP, Inc. (the “ Corporation ”) was formed as a Delaware corporation pursuant to the filing of the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware on December 28, 2012 (the “ Certificate of Incorporation ”);

WHEREAS, the Corporation’s business was to act as the sole member of Cheniere Energy Partners GP, LLC;

WHEREAS, by written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a Delaware limited liability company, pursuant to the General Corporation Law of the State of Delaware, as amended from time to time (the “ DGCL ”);

WHEREAS, the Corporation was previously converted to a limited liability company (the “ Conversion ”) pursuant to Section 266 of the DGCL and Section 18-214 of the Act, by the filing with the Secretary of State of the State of Delaware of a Certificate of Conversion to Limited Liability Company and a Certificate of Formation of the Company (the “ Certificate ”), and elected to be an association taxable as a corporation for federal income tax purposes from the date of its formation;

WHEREAS, effective simultaneously with the Conversion, Cheniere Development, Inc. (“ Cheniere Inc. ”), the sole stockholder of the Corporation immediately prior to the Conversion, was admitted to the Company as a member of the Company in accordance with the Initial Agreement and received all of the Class B Membership Interests in exchange for all of the Corporation’s outstanding capital stock;

WHEREAS, pursuant to a Contribution Agreement between Cheniere Inc. and Terminals dated as of December 13, 2013 (the “ Contribution Agreement ”), Cheniere Inc. contributed all of the Class B Membership Interests to Terminals, Terminals was admitted as a member of the Company, Cheniere Inc. ceased to be a member of the Company, and the Company continued without dissolution;

WHEREAS, pursuant to a written consent of the Managers in lieu of meeting dated December 13, 2013, and a Joinder between LNG Inc. and Terminals dated as of December 13, 2013, the Class A Membership Interests were issued to Cheniere LNG, Inc. (“ LNG Inc. ”) effective immediately after Cheniere Inc. became a wholly owned subsidiary of Cheniere Energy, Inc., and LNG Inc. was admitted as a member of the Company;

WHEREAS, pursuant to a Merger Agreement between LNG Inc. and Cheniere Holdings dated as of December 13, 2013 (the “ Merger Agreement ”), LNG Inc. merged into Cheniere Holdings (the “ Merger ”), Cheniere Holdings was thereby admitted as a member of the Company and became the successor-in-interest to the Class A Membership Interests, with the resulting ownership as set forth on Exhibit A attached hereto; and

WHEREAS, the Members now desire to amend and restate in its entirety the Initial Agreement by executing this Agreement to provide for the governance and operation of the Company from and after the date hereof.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions . As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below (unless otherwise expressly provided herein):

“ Act ” means the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, et seq ., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning given such term in the preamble.

“ Applicable Law ” means any United States federal, state, local or foreign law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Authority.

“ Bankruptcy ” or “ Bankrupt ” means, with respect to any Person, that (a) such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Applicable Law; (v) files an answer or other pleading admitting or

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failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person’s properties; or (b) a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Applicable Law has been commenced against such Person and 120 Days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 90 Days have expired without such appointment having been vacated or stayed, or 90 Days have expired after the date of expiration of a stay, if the appointment has not previously been vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in the Act.

“ Board ” has the meaning given such term in Section 6.01.

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

“ Capital Contribution ” means, with respect to any Member, the amount of money and the agreed fair value of any property (other than money) contributed to the Company by such Member in respect of the issuance of a Membership Interest to such Member. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of its predecessors in interest.

“ Certificate ” has the meaning given such term in the recitals.

“ Certificate of Incorporation ” has the meaning given such term in the recitals.

“ Cheniere Inc. ” has the meaning given such term in the recitals.

“ Cheniere Separation Event ” means the occurrence of any event or series of related events that result in Cheniere Energy, Inc. ceasing to own greater than 25% of the outstanding Common Shares (as defined in the Company Agreement) or ceasing to own greater than 25% of the outstanding Voting Shares (as defined in the Company Agreement).

“ Cheniere Holdings ” has the meaning given such term in the preamble.

“ Class A Directors ” has the meaning given such term in Section 8.05.

“ Class B Director ” has the meaning given such term in Section 8.05.

“ Class A Member ” means a Member who holds a Class A Membership Interest in its capacity as such a holder.

“ Class B Member ” means a Member who holds a Class B Membership Interest in its capacity as such a holder.

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“ Class A Membership Interest ” means, with respect to any Class A Member at any time, (a) that Class A Member’s status as a Class A Member; (b) all rights, benefits and privileges enjoyed by that Class A Member (under the Act, this Agreement or otherwise) in its capacity as a Class A Member, including that Class A Member’s rights to vote, consent and approve and otherwise to participate in the management of the Company; and (c) all obligations, duties and liabilities imposed on that Class A Member (under the Act, this Agreement or otherwise) in its capacity as a Class A Member. For the avoidance of doubt, no Class A Member shall be entitled to any share of the income, gain, loss, deduction and credits of the Company or have the right to receive distributions from the Company.

“ Class B Membership Interest ” means, with respect to any Class B Member at any time, (a) that Class B Member’s status as a Class B Member; (b) that Class B Member’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company; (c) all other rights, benefits and privileges enjoyed by that Class B Member (under the Act, this Agreement or otherwise) in its capacity as a Class B Member, including that Class B Member’s rights to vote, consent and approve and otherwise to participate in the management of the Company; and (d) all obligations, duties and liabilities imposed on that Class B Member (under the Act, this Agreement or otherwise) in its capacity as a Class B Member, including any obligations to make Capital Contributions.

“ Company ” has the meaning given such term in the preamble.

“ Company Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of Cheniere Holdings, dated as of December 13, 2013, as the same may be further amended, restated or otherwise modified from time to time.

“ Company Property ” means any and all property, both real and personal, tangible and intangible, whether contributed or otherwise acquired, owned by the Company.

“ Contribution Agreement ” has the meaning given such term in the recitals.

“ Conversion ” has the meaning given such term in the recitals.

“ Corporation ” has the meaning given such term in the recitals.

“ Day ” means a calendar day; provided, however, that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the next succeeding Business Day.

“ Director ” or “ Directors ” has the meaning given such term in Section 6.02.

“ Dissolution Event ” has the meaning given such term in Section 11.01(a).

“ DGCL ” has the meaning given such term in the recitals.

“ GAAP ” means generally accepted accounting principles as applied in the United States.

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“ Governmental Authority ” or “ Governmental ” means any federal, state, local or foreign court or governmental or regulatory agency or authority or any arbitration board, tribunal or mediator having jurisdiction over the Company or its assets or Members.

“ Indemnitee ” means (a) any Person who is or was an Affiliate of the Company, (b) any Person who is or was a member, partner, officer, director, employee, agent or trustee of the Company or any Affiliate of the Company and (c) any Person who is or was serving at the request of the Company or any Affiliate of the Company as an officer, director, employee, member, partner, agent, fiduciary or trustee of another Person; provided, however , that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services.

“ Initial Agreement ” means that certain Limited Liability Company Agreement of the Company effective as of December 13, 2013, as amended, restated or otherwise modified prior to the date of this Agreement.

“ LNG Inc. ” has the meaning given such term in the recitals.

“ Members ” means (i) prior to a Cheniere Separation Event, the Class A Members, Class B Members and any Person hereafter admitted to the Company as a member as provided in this Agreement and (ii) after a Cheniere Separation Event, the Class B Members and any Person hereafter admitted to the Company as a member as provided in this Agreement. For the avoidance of doubt, such term does not include any Person who has ceased to be a member of the Company, including pursuant to Section 8.06.

“ Membership Interests ” means (i) prior to a Cheniere Separation Event, the Class A Membership Interests and the Class B Membership Interests and (ii) after a Cheniere Separation Event, the Class B Membership Interests.

“ Merger ” has the meaning given such term in the recitals.

“ Merger Agreement ” has the meaning given such term in the recitals.

“ Officer ” means any person elected as an officer of the Company as provided in Section 7.01, but such term does not include any person who has ceased to be an officer of the Company.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or political subdivision thereof or other entity.

“ Registered Public Accountants ” means a firm of independent registered certified public accountants selected from time to time by the Board.

“ Sharing Ratio ” means, subject in each case to adjustments in accordance with this Agreement, (a) in the case of a Member executing this Agreement as of the date of this Agreement or a Person acquiring such Member’s Membership Interest, the percentage specified for that Member as its Sharing Ratio on Exhibit A , and (b) in the case of Membership Interests issued pursuant to Section 3.01, the Sharing Ratio established pursuant thereto; provided, however, that the total of all Sharing Ratios shall always equal 100%. The Class A Member shall have a Sharing Ratio equal to 0%.

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“ Term ” has the meaning given such term in Section 2.05.

“ Terminals ” has the meaning given such term in the preamble.

SECTION 1.02 Construction .

Unless the context requires otherwise, (a) the gender of all words used in this Agreement includes the masculine, feminine and neuter; (b) the singular forms of nouns, pronouns and verbs shall include the plural and vice versa; (c) all references to Articles and Sections refer to articles and sections in this Agreement, each of which is made a part for all purposes; (d) all references to Applicable Laws refer to such Applicable Laws as they may be amended from time to time, and references to particular provisions of an Applicable Law include any corresponding provisions or any succeeding Applicable Law; (e) references to money refer to the legal currency of the United States of America; and (f) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

ARTICLE II

ORGANIZATION

SECTION 2.01 Continuation .

The Company was previously formed as a limited liability company pursuant to the provisions of the Delaware Act and the Members hereby ratify and confirm all of the actions described in the recitals hereto and amend and restate the Initial Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Members and the administration, dissolution and termination of the Company shall be governed by the Delaware Act. All Membership Interests shall constitute personal property of the owner thereof for all purposes. Terminals was admitted as a Member upon its execution of the Contribution Agreement, and upon its execution of a counterpart signature page to this Agreement, Terminals shall continue as a Member. Cheniere Holdings was admitted as a Member upon the effectiveness of the Merger, and upon its execution of a counterpart signature page to this Agreement, Cheniere Holdings shall continue as a Member.

SECTION 2.02 Name .

The name of the Company is “ Cheniere GP Holding Company, LLC ” and all Company business must be conducted in that name or such other names that comply with Applicable Law as the Directors may select.

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SECTION 2.03 Registered Office; Registered Agent; Principal Office .

The name of the Company’s registered agent for service of process is Corporation Service Company, and the address of the Company’s registered office and registered agent in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The principal place of business of the Company shall be located at 700 Milam Street, Suite 800, Houston, Texas 77002. The Board may change the Company’s registered agent or the location of the Company’s registered office or principal place of business as the Board may from time to time determine by filing an amendment to the Company’s Certificate of Formation. The Company may have such other offices as the Board may designate.

SECTION 2.04 Purposes .

The purposes of the Company are to act as the sole member of the general partner of Cheniere Energy Partners, L.P., a Delaware limited partnership, and to engage in any lawful business or activity ancillary or related thereto. The Company shall possess and may exercise all of the powers and privileges granted by the Act, by any other Applicable Law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or appropriate to the conduct, promotion or attainment of the businesses, purposes or activities of the Company.

SECTION 2.05 Term .

The period of existence of the Company (the “ Term ”) commenced upon the filing of the Certificate of Incorporation with the Secretary of State of Delaware and shall end at such time as a certificate of cancellation is filed with the Secretary of State of the State of Delaware in accordance with Section 11.03.

SECTION 2.06 No State Law Partnership .

It is intended that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other party for any purposes other than federal, state, local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.

SECTION 2.07 Title to Company Assets .

Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member shall have any ownership interest in such Company assets or portion thereof.

SECTION 2.08 Liability of Members, Directors And Officers .

No Member, Director or Officer, solely by reason of being a Member, Director or Officer, shall be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, Director, Officer, agent or employee of the Company or its Affiliates. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs shall not be grounds for imposing liability for any such debts, obligations or liabilities of the Company.

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ARTICLE III

MEMBERSHIP

SECTION 3.01 Membership Interests; Additional Members .

Cheniere Holdings is the current Class A Member and Terminals is the current Class B Member, holding the respective Membership Interests as reflected on Exhibit A hereto. Additional Person(s) may be admitted to the Company as Members upon the unanimous approval of the existing Members, without any approval of the Board, on such terms and conditions as the Members determine at the time of such admission. The terms of admission or issuance of limited liability company interests in the Company must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or limited liability company interests in the Company having different rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, executed in accordance with Section 13.05, indicating the different rights, powers and duties thereof. Any such amendment shall be approved and executed by the Members. Any such admission is effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member and such new Member’s ratification of this Agreement and agreement to be bound by it. Upon the admission of a new Member, Exhibit A will be updated to reflect such admission.

SECTION 3.02 Access To Information .

Each Member shall be entitled to receive any information that it may request concerning the Company, for any purpose reasonably related to its interest in the Company; provided, however, that this Section 3.02 shall not obligate the Company to create any information that does not already exist at the time of such request (other than to convert existing information from one medium to another, such as providing a printout of information that is stored in a computer database). Each Member shall also have the right, upon reasonable notice and at all reasonable times during usual business hours, to inspect the properties of the Company and to audit, examine and make copies of the books of account and other records of the Company, for any purpose reasonably related to its interest in the Company. Such right may be exercised through any agent or employee of such Member designated in writing by it or by an independent public accountant, engineer, attorney or other consultant so designated. All costs and expenses incurred in any inspection, examination or audit made on such Member’s behalf shall be borne by such Member.

SECTION 3.03 Liability .

Except as otherwise required under the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or beneficial owner of any Membership Interest shall be personally liable for or otherwise obligated with respect to any such debt, obligation or liability of the Company by reason of being a Member or beneficial owner of such Membership Interest. The Members and beneficial owners agree that their rights, duties and obligations in their capacities as Members and beneficial owners are only as set forth in this Agreement and as otherwise arise under the Act. Furthermore, the Members and beneficial owners agree that the

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existence of any rights of a Member or beneficial owner, or the exercise or forbearance from exercise of any such rights shall not create any duties or obligations of the Member or beneficial owner in their capacities as such, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the Member or beneficial owner.

ARTICLE IV

CAPITAL CONTRIBUTIONS

SECTION 4.01 Initial Capital Contributions .

Cheniere Holdings and Terminals are deemed to have made the Capital Contributions as reflected on Exhibit A in exchange for all of the Class A Membership Interests and Class B Membership Interests in the Company, respectively. Upon the admission of a subsequent Member, Exhibit A shall be updated to reflect the Capital Contribution attributable to such Member. After admission as a Member, no Member shall be obligated to make any additional capital contributions to the Company.

SECTION 4.02 Loans .

If the Company does not have sufficient cash to pay its obligations, any Member may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.02 constitutes a loan from the Member to the Company, shall bear interest, if any, at a rate comparable to the rate the Company could obtain from third parties, from the date of the advance until the date of payment, and is not a Capital Contribution.

SECTION 4.03 Return of Contributions .

Except as expressly provided herein, no Member is entitled to the return of any part of its Capital Contributions or to be paid interest in respect of its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

ARTICLE V

DISTRIBUTIONS

SECTION 5.01 Distributions .

Except as otherwise provided in Section 11.02, cash may be distributed at such time and in such amounts as the Board shall determine to the Members in accordance with their respective Sharing Ratios. Such distributions shall be made concurrently to such Members as reflected on the books of the Company on the date set for purposes of such distribution.

SECTION 5.02 Varying Interests .

All distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last calendar day of the period for which the distribution is to be made.

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SECTION 5.03 Limitations on Distributions .

No distribution shall be declared and paid unless, after the distribution is made, the fair value of assets of the Company would exceed the liabilities of the Company, except liabilities to the Members on account of their Capital Contributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate any Applicable Law.

ARTICLE VI

MANAGEMENT

SECTION 6.01 Management by Board of Directors .

The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the “ Board ”) and, subject to the discretion of the Board, Officers elected pursuant to Article VII. The Directors and Officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of having the status of a Member, shall have or attempt to exercise or assert any management power over the business and affairs of the Company or shall have or attempt to exercise or assert actual or apparent authority to enter contracts on behalf of, or to otherwise bind, the Company. Except as otherwise provided in this Agreement, the authority and functions of the Board, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. The Officers shall be vested with such powers and duties as are set forth in Article VII and as are specified by the Board. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers who shall be agents of the Company.

SECTION 6.02 Number; Qualification; Tenure .

The number of directors constituting the Board shall be four (4) (each a “ Director ” and, collectively, the “ Directors ”). A Director need not be a Member nor a resident of the State of Delaware. Each Director shall be designated by the Members in accordance with Section 8.05 and shall serve as a Director of the Company until their death or removal from office or until their successors are elected and qualified. The Board in its discretion may elect from among the Directors a chairman of the Board of Directors who shall preside at meetings of the Directors.

SECTION 6.03 Regular Meetings .

Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. Notice of such regular meetings shall not be required.

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SECTION 6.04 Annual Meetings .

Annual meetings of the Board shall be held, without further notice, immediately following the annual meeting of the Members, and at the same place, or at such other time and place as shall be fixed with the consent in writing of all of the Directors.

SECTION 6.05 Special Meetings .

A special meeting of the Board or any committee thereof may be called by any member of the Board or a committee thereof on at least three (3) days notice to the other members of such Board or committee, either personally or by mail, telephone, telegraph or electronic mail. Any such notice, or waiver thereof, need not state the purpose of such meeting, except for amendments to this Agreement and as may otherwise be required by Applicable Law. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 6.06 Action By Consent of Board or Committee of Board .

Subject to Article XIII, and to the extent permitted by Applicable Law, any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting, without prior notice and without a vote, so long as a consent or consents in writing, setting forth the action so taken, are signed by at least as many members of, and the types of members of, the Board or committee thereof as would have been required to take such action at a meeting of the Board or such committee thereof at which all members of the Board or committee were present.

SECTION 6.07 Conference Telephone Meetings .

Directors or members of any committee of the Board may participate in and hold a meeting of the Board or such committee by means of conference telephone, video conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 6.08 Quorum .

A majority of all Directors, present in person or participating in accordance with Section 6.07, shall constitute a quorum for the transaction of business, unless a greater number is required by Applicable Law; but if at any meeting of the Board there shall be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time, without notice, other than announcement at the meeting, until a quorum shall be present. Except as otherwise required by Applicable Law, all decisions of the Board, or any committee thereof, shall require the affirmative vote of a majority of the members of the Board, or any committee thereof, respectively, present at a meeting duly called in accordance with this Article VI. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

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SECTION 6.09 Vacancies; Increases in the Number of Directors .

Vacancies shall be filled by the Members in accordance with Section 8.05. Any Director so chosen shall hold office until the next annual election and until his successor shall be duly elected and shall qualify, unless sooner displaced.

SECTION 6.10 Committees .

(a) The Board may establish committees of the Board and may delegate any of its responsibilities, except as otherwise prohibited by Applicable Law, to such committees.

(b) A majority of any committee, present in person or participating in accordance with Section 6.07, shall constitute a quorum for the transaction of business of such committee, and the affirmative vote of a majority of the committee members present shall be necessary for the adoption by it of any resolution, unless the affirmative vote of a majority of the members of any such committee is required by Applicable Law or otherwise.

(c) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 13.02. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

(d) Any committee established pursuant to this Section 6.10 shall choose its own chairman and keep regular minutes of its proceedings and report the same to the Board when requested.

(e) The Board may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

SECTION 6.11 Resignation or Removal .

Any Director may resign at any time upon written notice to the Board or any Director or Officer of the Company. Such resignation shall take effect at the time specified in such written notice, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Any Director or the entire Board may be removed at any time, with or without cause, by the Member designating such Director; provided , that the Class A Directors shall be removed immediately upon a Cheniere Separation Event without any further action by the Members.

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Vacancies in the Board caused by any such resignation or removal shall be filled in accordance with Section 6.09.

SECTION 6.12 Compensation .

The members of the Board who are neither Officers nor employees of the Company or any Affiliate thereof shall be entitled to compensation for their service as directors and committee members at rates established from time to time by resolution of the Board and shall be reimbursed for out-of-pocket expenses incurred in connection with attending meetings of the Board or committees thereof.

ARTICLE VII

OFFICERS

SECTION 7.01 Elected Officers .

The Officers of the Company shall serve at the pleasure of the Board. Such Officers shall have the authority and duties delegated to each of them, respectively, by the Board from time to time. No Officer need be a Member or Director. Any number of Offices may be held by the same Person. The Officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary, a Treasurer and such other officers (including, without limitation, a President, a Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time to time may deem proper.

The Chairman of the Board shall be chosen by the Board from among the Directors. All Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VII and shall perform such additional duties as the Board may, from time to time, delegate to them. The Board or any committee thereof may from time to time elect or appoint, as the case may be, such other Officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers) and agents, as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee, as the case may be.

SECTION 7.02 Election and Term of Office .

The Officers of the Company shall be elected annually by the Board at the regular meeting of the Board held after the annual meeting of the Members or at such time and for such term as the Board shall determine. Each Officer shall hold office until such Person’s successor shall have been duly elected and shall have qualified or until such Person’s death or until he or she shall resign or be removed pursuant to Section 7.14.

SECTION 7.03 Chairman of the Board .

The Chairman of the Board shall preside at all meetings of the Board. If the Chairman is unable to preside at a meeting of the Board and the Chief Executive Officer is also unable to preside at such meeting pursuant to Section 7.04 and the President is also unable to preside at such meeting pursuant to Section 7.05, then the Directors may appoint another Director to preside at such meeting. The Directors also may elect a Vice-Chairman to act in the place of the Chairman upon his absence or inability to act.

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SECTION 7.04 Chief Executive Officer .

The Chief Executive Officer shall be responsible for the general management of the affairs of the Company and shall perform all duties incidental to such Person’s office that may be required by Applicable Law and all such other duties as are properly required of him or her by the Board. The Chief Executive Officer shall supervise generally the affairs of the Company, its other Officers, employees and agents and may take all actions that the Company may legally take. He or she shall make reports to the Board and the Members and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The Chief Executive Officer shall have full authority to execute all deeds, mortgages, bonds, contracts, documents or other instruments, except in cases where the execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company or shall be required by Applicable Law to be otherwise executed. The Chairman of the Board may serve in the capacity of Chief Executive Officer. If the Chairman of the Board does not so serve, then the Chief Executive Officer, if he or she is also a Director, shall, in the absence of or because of the inability of the Chairman of the Board to act, perform all duties of the Chairman of the Board and preside at all meetings of the Board.

SECTION 7.05 President .

The Chief Executive Officer may serve in the capacity as President. If the Chief Executive Officer does not so serve, then the President shall assist the Chief Executive Officer in the administration and operation of the Company’s business and general supervision of its policies and affairs. The President shall have full authority to execute all deeds, mortgages, bonds, contracts, documents or other instruments, except in cases where the execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company or shall be required by Applicable Law to be otherwise executed. In the absence of the Chairman of the Board and a Chief Executive Officer, the President, if he or she is also a Director, shall preside at all meetings of the Board.

SECTION 7.06 Chief Financial Officer .

The Chief Financial Officer shall be responsible for financial reporting for the Company and shall perform all duties incidental to such Person’s office that may be required by Applicable Law and all such other duties as are properly required by of him or her by the Board. He or she shall make reports to the Board and shall see that all orders and resolutions of the Board and any committee thereof relating to financial reporting are carried into effect. He or she shall also render to the Board or the Chief Executive Officer, whenever any of them request it, an account of all of his or her transactions as Chief Executive Officer and of the financial condition of the Company. The Chief Financial Officer shall have the same power as the Chief Executive Officer to execute documents on behalf of the Company.

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SECTION 7.07 Chief Operating Officer .

The Chief Operating Officer of the Company shall assist the President and Chief Executive Officer in the administration and operation of the Company’s business and general supervision of its policies and affairs.

SECTION 7.08 Vice Presidents .

Each Executive Vice President and Senior Vice President and any Vice President shall have such powers and shall perform such duties as may from time to time be assigned to him or her by the Board, the President or the Chief Executive Officer.

SECTION 7.09 Treasurer .

(a) The Treasurer shall exercise general supervision over the receipt, custody and disbursement of Company funds. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and shall have such further powers and duties and shall be subject to such directions as may be granted or imposed from time to time by the Board and the Chief Financial Officer.

(b) Assistant Treasurers shall have such authority and perform such duties of the Treasurer as may be provided in this Agreement or assigned to them by the Board or the Treasurer. Assistant Treasurers shall assist the Treasurer in the performance of the duties assigned to the Treasurer and, in assisting the Treasurer, each Assistant Treasurer shall for such purpose have the powers of the Treasurer. During the Treasurer’s absence or inability or refusal to act, the Treasurer’s authority and duties shall be possessed by such Assistant Treasurer or Assistant Treasurers as the Board may designate.

SECTION 7.10 Secretary .

(a) The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings or actions of the Board, the committees of the Board and the Members. The Secretary shall (i) see that all notices are duly given in accordance with the provisions of this Agreement and as required by Applicable Law; (ii) be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; (iii) see that the books, reports, statements, certificates and other documents and records required by Applicable Law to be kept and filed are properly kept and filed; and (iv) in general, perform all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board.

(b) Assistant Secretaries shall have such authority and perform such duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability or refusal to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

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SECTION 7.11 Powers of Attorney .

The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

SECTION 7.12 Delegation of Authority .

Unless otherwise provided by this Agreement or by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

SECTION 7.13 Compensation and Expenses .

The salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by the Board; provided , however, that no such Officer or agent shall have any contractual rights against the Company for compensation by virtue of such election or appointment beyond the date of the election or appointment of such Person’s successor, such Person’s death, such Person’s resignation or such Person’s removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

The Officers and agents shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

SECTION 7.14 Removal .

Any Officer elected, or agent appointed, by the Board may be removed, either with or without cause, by the affirmative vote of a majority of the Board whenever, in their judgment, the best interests of the Company would be served thereby.

SECTION 7.15 Vacancies .

A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board.

ARTICLE VIII

MEMBER MEETINGS

SECTION 8.01 Meetings .

Except as otherwise provided in this Agreement, all acts of the Members to be taken hereunder shall be taken in the manner provided in this Article VIII. An annual meeting of the Members for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board shall specify from time to time. Special meetings of the Members may be called by the Board or by any Member. A Member shall call a meeting by delivering to the Board one or more requests in writing stating that the signing Member wishes to call a meeting and indicating the general or specific purposes for which the meeting is to be called.

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SECTION 8.02 Notice of a Meeting.

Notice of a meeting called pursuant to Section 8.01 shall be given to the Members in writing by mail or other means of communication in accordance with Section 13.02. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of communication.

Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 8.03 Action by Consent of Members .

Notwithstanding any provision contained in this Article VIII, any action that may be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth such action is signed by the Members holding not less than the minimum percentage of the Membership Interests that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote on such matter were present and voted.

SECTION 8.04 Member Vote .

Unless a provision of this Agreement specifically provides otherwise, prior to a Cheniere Separation Event, any provision of this Agreement requiring the authorization of, or action taken by, the Members shall require the approval of the Members holding a majority of the Class A Membership Interests.

SECTION 8.05 Designation of Directors .

Prior to a Cheniere Separation Event, (a) the Class A Members shall have the right to designate three (3) Directors (the “ Class A Directors ”), who shall initially be Meg A. Gentle, R. Keith Teague and H. Davis Thames, and (b) the Class B Members shall have the right to designate one (1) Director (the “ Class B Director ”), who shall initially be Charif Souki. After a Cheniere Separation Event, the Class B Members shall have the right to designate all of the Directors.

SECTION 8.06 Cheniere Separation Event; Effect .

(a) Upon the occurrence of a Cheniere Separation Event, the Class A Membership Interests shall be redeemed by the Company in their entirety for an aggregate of one dollar ($1), effective concurrently with the consummation of the Cheniere Separation Event. Upon any such redemption, the Class A Membership Interests shall no longer constitute issued and outstanding Membership Interests and the Class A Members shall cease to be Members of the Company.

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(b) Notwithstanding any other provision of this Agreement, at any time after a Cheniere Separation Event, the rights, powers and obligations of the Class A Members under this Agreement shall vest in the remaining Members and any provision herein that requires a Member to make a delivery to, or to obtain the consent of, the other Members of the Company shall be disregarded until such time as an additional Person is admitted as Member of the Company.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND AGENTS

SECTION 9.01 Indemnification .

(a) To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of the Indemnitee’s serving or having served, or taking or having taken any action or inaction in, any capacity that causes or caused the Indemnitee to be an Indemnitee; provided, however , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.01, the Indemnitee acted in bad faith, engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.01 shall be made only out of the assets of the Company, it being agreed that the Members shall not be liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.01(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.01.

(c) The indemnification provided by this Section 9.01 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Company may purchase and maintain insurance on behalf of the Company, its Affiliates, the Board, the Officers and such other Persons as the Board shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

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(e) For purposes of this Section 9.01, (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to Applicable Law shall constitute “fines” within the meaning of Section 9.01(a); and (iii) action taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of the Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.01 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 9.01 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(h) No amendment, modification or repeal of this Section 9.01 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.01 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members or any other Persons who have acquired limited liability company interests in the Company or are otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(j) Subject to its obligations and duties as set forth in Article VI, the Board and any committee thereof may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s Officers or agents, and neither the Board nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such Officer or agent appointed by the Board or any committee thereof in good faith.

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(k) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, such Indemnitee, acting in connection with the Company’s business or affairs, shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee.

(l) Any amendment, modification or repeal of subsections (i), (j) (k) or (l) of this Section 9.01 shall be prospective only and shall not in any way affect the limitations on liability under such subsections as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE X

TAXES, BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

SECTION 10.01 Federal Income Tax Treatment .

For federal income tax purposes, the Company shall be treated as an association taxable as a corporation from the date of its formation.

SECTION 10.02 Maintenance of Books .

(a) The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the Members, appropriate registers, books of records and accounts and such supporting documentation of transactions as may be necessary for the proper conduct of the business of the Company and as are required to be maintained by Applicable Law.

(b) The books of account of the Company shall be (i) maintained on the basis of a fiscal year that is the calendar year, (ii) maintained on an accrual basis in accordance with GAAP, consistently applied and (iii) audited by the Registered Public Accountants at the end of each calendar year.

SECTION 10.03 Reports .

With respect to each calendar year, the Board shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to each Member such reports, forecasts, studies, budgets and other information as the Members may reasonably request from time to time.

SECTION 10.04 Bank Accounts .

Funds of the Company shall be deposited in such banks or other depositories as shall be designated from time to time by the Board. All withdrawals from any such depository shall be made only as authorized by the Board and shall be made only by check, wire transfer, debit memorandum or other written instruction.

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ARTICLE XI

DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION

SECTION 11.01 Dissolution .

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each, a “ Dissolution Event ”):

(i) the unanimous consent of the Board;

(ii) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or

(iii) the termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company, unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act.

(b) No other event shall cause a dissolution of the Company.

(c) Upon the occurrence of any event that causes the last remaining Member to cease to be a Member of the Company, to the fullest extent permitted by law, the personal representative of the last remaining Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member in the Company.

(d) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the Company shall continue without dissolution.

SECTION 11.02 Winding-Up and Termination .

(a) On the occurrence of a Dissolution Event of the type described in Section 11.01, the Board shall select one or more Persons to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows:

(i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last Day of the month in which the dissolution occurs or the final winding up is completed, as applicable;

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(ii) the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(iii) all remaining assets of the Company shall be distributed to the Members as follows:

(A) the liquidator may sell any or all Company Property, including to Members; and

(B) all Company Property (including cash) shall be distributed to the Members in accordance with their respective Sharing Ratios.

(b) To the fullest extent permitted by law, the distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all of the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

SECTION 11.03 Certificate of Cancellation .

Upon completion of the distribution of Company assets as provided herein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or by Applicable Law.

ARTICLE XII

TRANSFER OF MEMBERSHIP INTEREST

The Members may sell, assign or otherwise transfer all or any portion of such Members’ Membership Interest at any time to any Person.

ARTICLE XIII

GENERAL PROVISIONS

SECTION 13.01 Offset .

Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

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SECTION 13.02 Notices .

Except as expressly set forth to the contrary in this Agreement, all notices, demands, requests, consents, approvals or other communications required or permitted to be given hereunder or that are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex, facsimile or electronic mail, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex, facsimile or electronic mail. Notice otherwise sent as provided herein shall be deemed given upon delivery of such notice:

To the Company:

Cheniere GP Holding Company, LLC

700 Milam Street, Suite 800

Houston, Texas 77002

Attn: President

Telephone: (713) 375-5000

Fax: (713) 375-6000

To Cheniere Holdings:

Cheniere Energy Partners LP Holdings, LLC

700 Milam Street, Suite 800

Houston, Texas 77002

Attn: President

Telephone: (713) 375-5000

Fax: (713) 375-6000

To Terminals:

Cheniere LNG Terminals, LLC

700 Milam Street, Suite 800

Houston, Texas 77002

Attn: President

Telephone: (713) 375-5000

Fax: (713) 375-6000

Whenever any notice is required to be given by Applicable Law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

SECTION 13.03 Entire Agreement; Superseding Effect .

This Agreement constitutes the entire agreement of the Members, in such capacity, relative to the formation, operation and continuation of the Company and supersedes all prior contracts or agreements, including the Initial Agreement, with respect to such subject matter, whether oral or written.

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SECTION 13.04 Effect of Waiver or Consent .

Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Except as otherwise provided in this Agreement, failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

SECTION 13.05 Amendment or Restatement .

This Agreement or the Certificate may be amended or restated only by a written instrument executed (or, in the case of the Certificate, approved) by all of the Members.

SECTION 13.06 Binding Effect .

This Agreement is binding on and shall inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.

SECTION 13.07 Governing Law; Severability .

THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, (a) the remainder of this Agreement and the application of that provision to other Person or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by Applicable Law, and (b) the Members or Directors (as the case may be) shall negotiate in good faith to replace that provision with a new provision that is valid and enforceable and that puts the Members in substantially the same economic, business and legal position as they would have been in if the original provision had been valid and enforceable.

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SECTION 13.08 Further Assurances .

In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

SECTION 13.09 Counterparts .

This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

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IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.


MEMBERS CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
By:		/s/ H. Davis Thames
		Name: H. Davis Thames
		Title: Chief Financial Officer
CHENIERE LNG TERMINALS, LLC
By:		/s/ R. Keith Teague
		Name: R. Keith Teague
		Title: President

[Signature page to Amended and Restated Limited Liability Company Agreement]

EXHIBIT A


MEMBER	CLASS A MEMBERSHIP INTEREST			CLASS B MEMBERSHIP INTEREST			CAPITAL CONTRIBUTION		SHARING RATIOS
Cheniere Energy Partners LP Holdings, LLC		100	%		0	%	$	0		0	%
Cheniere LNG Terminals, LLC		0	%		100	%	$	1,000.00		100	%