UNIT PURCHASE AGREEMENT

among

CHENIERE ENERGY PARTNERS, L.P.,

CHENIERE ENERGY, INC.

and

BLACKSTONE CQP HOLDCO LP

dated as of May 14, 2012

UNIT PURCHASE AGREEMENT

This UNIT PURCHASE AGREEMENT, dated as of May 14, 2012 (this “ Agreement ”), is entered into by and among CHENIERE ENERGY PARTNERS, L.P., a Delaware limited partnership (“ CQP ”), BLACKSTONE CQP HOLDCO LP, a Delaware limited partnership, (the “ Purchaser ”), and, solely for the purposes of Section 6.01 , Section 6.03 , Section 6.04 , Section 6.05 , Section 6.06 , Section 6.07 , Section 6.08 , Section 6.09 , Section 6.10 , Section 6.11 , ARTICLE VII and ARTICLE IX , CHENIERE ENERGY, INC., a Delaware corporation (“ CEI ”).

WHEREAS, CQP desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from CQP, Class B Units (as defined below), in accordance with and subject to the provisions of this Agreement;

WHEREAS, the terms of the Class B Units shall be set forth in the CQP Amended Partnership Agreement (as defined below);

WHEREAS, the Purchaser, CQP, CEI and the General Partner, desire to enter into the Investors' Agreement (as defined below) to provide the Purchaser with certain rights and obligations with respect to the management of Cheniere Energy Partners GP, LLC, a Delaware limited liability company and general partner of CQP (the “ General Partner ”), registration rights with respect to the Conversion Units (as defined below) underlying the Class B Units acquired pursuant to this Agreement (including Conversion Units), and certain information rights and standstill matters;

WHEREAS, the member of the General Partner desires to amend and restate the GP LLC Agreement (as defined below), and the General Partner and CQP desire to amend and restate the CQP Partnership Agreement;

WHEREAS, the Purchaser has delivered (i) equity commitment letters to CQP providing for sufficient funding for the Purchaser to pay the Purchase Price (as defined below) (the “ Commitment Letters ”) and (ii) a guaranty from Blackstone Capital Partners VI L.P. supporting the obligations under the Commitment Letters (the “ Guaranty ”); and

WHEREAS, the parties desire to enter into the other Basic Documents (as defined below) to which such parties are a party, as further described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

As used in this Agreement, the following terms have the meanings indicated:

“ Additional Units ” has the meaning specified in Section 2.01 .

“ Action Notice ” has the meaning specified in Section 6.01(a) .

“ Affiliate ” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise. CEI and any Affiliate of CEI, the General Partner or the CQP Entities, shall not be deemed an Affiliate of the Purchaser or any of the Investors.

“ Aggregate Cap ” has the meaning specified in Section 7.01(b)(ii) .

“ Agreement ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Alternate Transaction ” has the meaning specified in Section 6.08(c) .

“ Alternate Transaction Notice ” has the meaning specified in Section 6.08(c) .

“ Available Funds ” has the meaning specified in Section 2.02(d) .

“ Basic Documents ” means, collectively, (i) this Agreement, (ii) the Investors' Agreement, (iii) the CQP Amended Partnership Agreement, (iv) the GP Amended LLC Agreement, (v) the CTPL Purchase Agreement, (vi) the CEI Unit Purchase Agreement, (vii) the CEI Subscription Agreement, (viii) the CEI LNG Sale and Purchase Agreement (FOB) and (ix) the Confidentiality Agreement.

“ Board ” means the Board of Directors of the General Partner.

“ Business ” means the business of the CQP Entities, both as conducted as of the date hereof and as contemplated to be conducted in connection with the Liquefaction Project.

“ Business Day ” means any day other than a Saturday, Sunday, any federal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close.

“ CEI ” has the meaning specified in the preamble hereto.

“ CEI Credit Agreement ” means the Credit Agreement, dated as of August 15, 2008, as amended, between Cheniere Common Units Holding, LLC, as borrower, The Bank of New York Mellon, as administrative agent, and the lenders party thereto from time to time.

“ CEI Equity ” has the meaning specified in Section 7.01(b)(iv) .

“ CEI Financial Statements ” has the meaning set forth in Section 4.06(b) .

“ CEI LNG Sale and Purchase Agreement (FOB) ” means the LNG Sale and Purchase Agreement, dated as of the date hereof, between Sabine Pass Liquefaction and Cheniere Marketing, LLC.

“ CEI SEC Documents ” has the meaning set forth in Section 4.06(a) .

“ CEI Subscription Agreement ” means the subscription agreement between CQP and Cheniere LNG Terminals, Inc., dated as of the date hereof, pursuant to which CQP agrees to issue and sell to Cheniere LNG Terminals, Inc., and Cheniere LNG Terminals, Inc. agrees to purchase from CQP 12,000,000 Class B Units for $15.00 per Class B Unit immediately after the consummation of the transactions contemplated by the CTPL Purchase Agreement.

“ CEI Unit Purchase Agreement ” means the purchase agreement between CQP and Cheniere LNG Terminals, Inc., dated as of the date hereof, pursuant to which CQP agrees to issue and sell to Cheniere LNG Terminals, Inc., and Cheniere LNG Terminals, Inc. agrees to purchase from CQP, prior to the consummation of the transactions contemplated by the CTPL Purchase Agreement, up to 33,333,334 Class B Units for $15.00 per Class B Unit.

“ Class B Units ” means the series of units of CQP designated as senior subordinated units pursuant to Section 5.12 of the CQP Amended Partnership Agreement.

“ Code ” has the meaning specified in Section 3.16(d) .

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

“ Commitment Letters ” has the meaning specified in the recitals to this Agreement.

“ Common Units ” has the meaning specified in the CQP Partnership Agreement, except as used in Section 7.02 and Section 7.03 where such term has the meaning specified in the CQP Amended Partnership Agreement.

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of December 6, 2011, by and between CEI and Blackstone Management Partners L.L.C.

“ Contract ” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“ Conversion Units ” means the Common Units (as defined in the CQP Amended Partnership Agreement) issuable upon conversion of any Class B Units pursuant to the terms of the CQP Amended Partnership Agreement.

“ Core Representations and Warranties ” has the meaning specified in Section 7.01(b)(v) .

“ Covered CEI SEC Documents ” means the CEI SEC Documents filed as of the date hereof, but excluding any risk factor section and any forward-looking statements to the extent that they are cautionary, predictive or forward-looking in nature.

“ Covered CQP SEC Documents ” means the CQP SEC Documents filed as of the date hereof, but excluding any risk factor section and any forward-looking statements to the extent that they are cautionary, predictive or forward-looking in nature.

“ CQP ” has the meaning set forth in the introductory paragraph of this Agreement.

“ CQP Amended Partnership Agreement ” means the Second Amended and Restated Agreement of Limited Partnership of CQP, substantially in the form attached hereto as Exhibit A .

“ CQP Confidential Information ” means any confidential information provided to the Purchaser regarding the CQP Entities or any fact relating to discussions or negotiations with CEI or the CQP Entities in connection with the Basic Documents excluding information that (a) is available through public records or otherwise in the public domain at the time of its disclosure or thereafter (other than as a result of a disclosure by the Purchaser or its Representatives in breach of this Agreement or other obligations of confidentiality owed to the CQP Entities), (b) is already in the possession of the Purchaser or any of its Representatives prior to disclosure by the CQP Entities and was not previously acquired by the Purchaser or its Representatives directly or indirectly from the CQP Entities or that was independently developed by the Purchaser or on its behalf without access to the CQP Confidential Information received under this Agreement, or (c) is or has been lawfully acquired by the Purchaser or any of its Representatives from a third party (other than the CQP Entities or its Representatives) not known by the Purchaser to be prohibited from so disclosing such information to the Purchaser by a legal, contractual, fiduciary or other obligation owed to any of the CQP Entities.

“ CQP Entities ” means, collectively, CQP and the CQP Subsidiaries.

“ CQP Entity Operating Agreements ” means the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited partnership agreement or other organizational documents, as applicable, of the CQP Entities (excluding CQP).

“ CQP Financial Statements ” has the meaning specified in Section 3.10 .

“ CQP Indemnification Initial Amount ” has the meaning specified in Section 7.01(b)(i) .

“ CQP Investment Proposal ” means any inquiry, proposal or offer from any Person or group relating to (a) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of any material assets (including equity interests) of any of the CQP Entities, the General Partner or any other Affiliate of CEI providing services to any CQP Entity (including, in each case, pursuant to the issuance of new equity (or any instrument convertible into equity) by any of the foregoing) and/or (b) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving any of the CQP Entities, the General Partner or any other Affiliate of CEI providing services to any CQP Entity; provided , however , any inquiry, proposal or offer relating to any acquisition or purchase of CEI in any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving CEI shall not be a CQP Investment Proposal.

“ CQP Material Adverse Effect ” means any change, event, fact, development, condition, matter or circumstances (including an SPA Imposition), that individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (i) the condition (financial or otherwise), results of operations or affairs, Business, Properties, assets or Liabilities, whether or not arising in the Ordinary Course of Business, of the CQP Entities taken as a whole, (ii) the ability of the CQP Entities taken as a whole to carry on their Business as currently conducted or contemplated to be conducted or meet obligations under the Basic Documents on a timely basis or (iii) the ability of the CQP Entities or CEI to consummate the Transactions on a timely basis; provided , however , that a CQP Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or is attributable to (a) a general deterioration in the economy or changes in the general state of the industries in which the CQP Entities operate, except to the extent that the CQP Entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (b) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis affecting the national economy as a whole, including acts of terrorism, (c) any changes in applicable Law, except to the extent that the CQP Entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants or (d) the announcement or pendency of the Transactions.

“ CQP Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of CQP, dated as of March 26, 2007.

“ CQP Related Parties ” shall have the meaning specified in Section 7.03(a) .

“ CQP SEC Documents ” shall have the meaning specified in Section 3.10 .

“ CQP Subsidiaries ” means, collectively, the Subsidiaries of CQP listed on Exhibit 21.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 included in the Covered CQP SEC Documents.

“ CTPL ” means that certain natural gas pipeline owned by Cheniere Creole Trail Pipeline, L.P., which interconnects with the Sabine Pass LNG terminal to points of interconnection with existing interstate and intrastate natural gas pipelines in southwest Louisiana.

“ CTPL Purchase Agreement ” means the purchase and sale agreement, dated as of the date hereof, pursuant to which CQP agrees to purchase from Affiliates of CEI the equity interests in Subsidiaries of CEI that own the CTPL.

“ CTPL Transaction ” means the consummation of CQP's acquisition of the CTPL from Subsidiaries of CEI in accordance with the terms of the CTPL Purchase Agreement.

“ Debt Agreements ” means the Indenture, dated November 9, 2006, as supplemented, between Sabine Pass LNG, as issuer and The Bank of New York, as trustee, pursuant to which the Sabine Pass Senior Notes were issued, as well as the ancillary agreements executed in connection therewith.

“ Delaware LP Act ” shall have the meaning specified in Section 3.02 .

“ DOE ” means the United States Department of Energy, or any successor thereof.

“ Environmental Law ” means any Law relating to the protection of human health or safety (to the extent such health or safety relate to exposure to Hazardous Materials), the environment or natural resources (including Laws relating to the generation, manufacture, processing, use, storage, treatment, disposal, release, threatened release, discharge, or emission of Hazardous Materials into the environment, and any exposure to Hazardous Materials), including the federal Clean Water Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Oil Pollution Act, National Environmental Policy Act, Endangered Species Act, Coastal Zone Management Act, 16 U.S.C. §§ 1451-1464 and any similar state Laws.

“ Environmental Permits ” means all permits, licenses, franchises, certificates and authorizations of Governmental Authorities required under any Environmental Law.

“ EPC Contract ” means the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Project, dated November 11, 2011, by and between Sabine Pass Liquefaction and the EPC Contractor.

“ EPC Contractor ” means Bechtel Oil, Gas and Chemicals, Inc.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ Existing SPAs ” means (i) the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated as of January 25, 2012, between BG Gulf Coast LNG, LLC and Sabine Pass Liquefaction, (ii) the LNG Sale and Purchase Agreement (FOB), dated as of November 21, 2011, between Gas Natural Aprovisionamientos SDG S.A. and Sabine Pass Liquefaction, (iii) the LNG Sale and Purchase Agreement (FOB), dated as of December 11, 2011, between GAIL (India) Limited and Sabine Pass Liquefaction and (iv) the LNG Sale and Purchase Agreement (FOB), dated as of January 30, 2012 between Korea Gas Corporation and Sabine Pass Liquefaction.

“ FCPA ” has the meaning specified in Section 3.26 .

“ FERC ” means the Federal Energy Regulatory Commission, or any successor thereof.

“ Follow-on Funding ” means any purchase and sale of Class B Units pursuant to Section 2.02(c) or Section 2.02(d) .

“ Funding Call Date ” means the earliest of (i) such time as when the Original FERC Order is no longer subject to rehearing, (ii) the delivery of an Alternate Transaction Notice pursuant to Section 6.08 , (iii) the delivery by Purchaser of a notice deeming a Special Action to be an Alternate Transaction pursuant to Section 6.01(a) and (iv) any date mutually agreed upon by the Purchaser and CQP.

“ Funding Notice ” has the meaning specified in Section 2.02(a) .

“ GAAP ” means generally accepted accounting principles in the United States of America as of the date hereof; provided , however , that for the CQP Financial Statements and the CEI Financial Statements prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such CQP Financial Statements or CEI Financial Statements, as the case may be.

“ General Partner ” has the meaning specified in the recitals to this Agreement.

“ General Partner Units ” has the meaning specified in Section 3.06 .

“ Governmental Authority ” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person's Property is located or which exercises valid jurisdiction over any such Person or such Person's Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them (including the Internal Revenue Service and any foreign, state or local tax authorities) and any monetary authority that exercises valid jurisdiction over any such Person or such Person's Property. Unless otherwise specified, all references to Governmental Authority herein with respect to CQP means a Governmental Authority having jurisdiction over CQP, its Subsidiaries or any of their respective Properties.

“ GP Amended LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the General Partner, substantially in the form attached hereto as Exhibit B .

“ GP LLC Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of August 6, 2007.

“ Guaranty ” has the meaning specified in the recitals to this Agreement.

“ Hazardous Material ” means any pollutant, contaminant, waste or any hazardous, toxic or deleterious material or substance, including any material or substance regulated by or as to which Liability might arise under any applicable Environmental Law, including any: (i) chemical, product, material, substance or waste defined as “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (ii) petroleum hydrocarbons, petrochemical or petroleum products, petroleum substances, natural gas and crude oil or any components, fractions or derivatives thereof; and (iii) asbestos containing materials, polychlorinated biphenyls, noxious odors, urea formaldehyde foam insulation, or radon gas.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Impairment ” means, with respect to any Permit or Regulatory Approval, the modification, suspension, imposition of a condition, delay of the effectiveness, expiration or revocation of the Permit or Regulatory Approval and/or any modification, suspension, conditioning, delay, expiration or revocation of the rights and privileges conferred by or under such Permit or Regulatory Approval and/or the exercise of such rights and privileges.

“ Incentive Distribution Rights ” shall have the meaning specified in Section 3.06 .

“ Indebtedness ” means any of the following: (a) the principal of and accrued interest, premium (if any) or penalties on, and premiums or penalties that would arise as a result of prepayment of, (i) any indebtedness for borrowed money, (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments, and (iii) any obligations, contingent or otherwise, under banker's acceptance credit, letters of credit or similar facilities; (b) any obligations to pay the deferred purchase price of property, assets or services, except trade accounts payable and other current liabilities arising in the Ordinary Course of Business; and (c) any guaranty of any of the foregoing.

“ Indemnified Party ” has the meaning specified in Section 7.04(b) .

“ Indemnifying Party ” has the meaning specified in Section 7.04(b) .

“ Initial Funding ” has the meaning specified in Section 2.02(a) .

“ Initial Funding Date ” has the meaning specified in Section 2.02(a) .

“ Initial Funding Date Notice ” means a written notice from the Purchaser stating its willingness to consummate the Initial Funding.

“ Initial Purchase Price ” has the meaning specified in Section 2.01 .

“ Initial Purchased Units ” has the meaning specified in Section 2.01 .

“ Insurance Policies ” has the meaning specified in Section 3.13 .

“ Intellectual Property ” has the meaning specified in Section 3.28 .

“ Investor ” means each equity holder of the Purchaser.

“ Investors' Agreement ” means the Investors' and Registration Rights Agreement, among CQP, the General Partner, CEI, the Purchaser and Affiliates of CEI, and the other parties thereto, substantially in the form attached hereto as Exhibit C .

“ IRS ” means the United States Internal Revenue Service.

“ Knowledge of CQP ” means the actual knowledge of the individuals listed on Schedule 1.01(b) ; provided , that such individuals shall be deemed to also have actual knowledge of any written reports and materials provided to such individuals which relate to CEI or the CQP Entities, excluding general industry or analysts reports.

“ Law ” means any applicable federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule, rule of common law or regulation promulgated by a Governmental Authority.

“ Liabilities ” means any and all Indebtedness, liabilities, commitments, damages, fines, fees,

penalties, settlements and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any Contract or tort based on negligence or strict liability).

“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or Contract, and whether such obligation or claim is fixed or contingent, and including, the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

“ Liquefaction Project ” means the liquefaction facilities to be developed, owned and operated by Sabine Pass Liquefaction at the liquefied natural gas terminal in Cameron Parish, Louisiana, including Train 1, Train 2, Train 3 and Train 4 (as applicable), and the related facilities, equipment and activities incidental thereto.

“ Losses ” has the meaning specified in Section 7.01(a) .

“ Material Agreements ” has the meaning specified in Section 3.24 .

“ NYSE Amex ” means the NYSE Amex LLC.

“ O&M Agreements ” means (a) the Operation and Maintenance Agreement (Sabine Pass LNG Facilities) by and between Cheniere LNG O&M Services, L.P. and Sabine Pass LNG, dated as of February 25, 2005, as amended, and as assigned pursuant to that certain Assignment, Assumption, Consent and Release Agreement by and among Cheniere LNG O&M Services, L.P., the General Partner, and Sabine Pass LNG, dated as of March 26, 2007, and as amended and restated as of the date of the Initial Funding pursuant to Section 6.11 , (b) the Operation and Maintenance Agreement (Sabine Pass Liquefaction Project), dated as of the date hereof, by and between Cheniere LNG O&M Services, LLC, the General Partner and Sabine Pass Liquefaction and (c) the Operation and Maintenance Services Agreement (Cheniere Creole Trail Pipeline), by and between Cheniere LNG O&M Services, LLC and Cheniere Creole Trail Pipeline, L.P., dated as of November 26, 2007, as amended, to be assigned pursuant to the Assignment, Assumption, Consent and Release Agreement by and among Cheniere LNG O&M Services, LLC and the General Partner, and as amended and restated as of the date of the Initial Funding pursuant to Section 6.11 .

“ OFAC ” has the meaning specified in Section 3.27 .

“ Operating Agreements ” means, collectively, the CQP Entity Operating Agreements, the CQP Partnership Agreement (with respect to periods prior to Initial Funding), the CQP Amended Partnership Agreement (with respect to periods from and after Initial Funding), and the Certificate of Limited Partnership of CQP, each as amended to date.

“ Operating Surplus ” has the meaning ascribed to such term in the CQP Partnership Agreement.

“ Ordinary Course ” or “ Ordinary Course of Business ” means the conduct of Business of each CQP Entity in accordance with such CQP Entity's normal day-to-day customs, practices and procedures, conducted in accordance with past practice.

“ Original FERC Order ” means that order issued by FERC on April 16, 2012 granting Section 3 Authorization, Docket no. CP11-72-000, 139 FERC ¶ 61,039.

“ Outside Date ” has the meaning specified in Section 8.01(b) .

“ Permits ” has the meaning specified in Section 3.19(b) .

“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, Governmental Authority or any agency, instrumentality or political subdivision thereof or any other form of entity.

“ Plan ” means any employee benefit plan (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, incentive, unit option, unit purchase, restricted unit, phantom unit, or other equity-based compensation, deferred compensation, pension, retiree medical or life insurance, supplemental executive retirement, severance or other benefit plans, programs, policies, agreements or arrangements, and all employment, consulting, termination, severance, retention, change in control, transaction bonus, compensation or other contracts or agreements (x) to which any CQP Entity is a party or which are sponsored, maintained or contributed to (or are required to be sponsored, maintained or contributed to) by any CQP Entity, in each case, for the benefit of any current or former employee, officer, director or independent contractor of any of the CQP Entities or (y) under which any of the CQP Entities has or could reasonably be expected to have any present or future liability, whether absolute or contingent (including, to the extent applicable, any employee benefit plans, programs, policies, agreements or arrangements that are sponsored, maintained or contributed to (or are required to be sponsored, maintained or contributed to) by any employer of any Service Providers); provided , however , that a “Plan” shall not include any of the foregoing sponsored, maintained or contributed to by CEI or any of its Affiliates (other than the CQP Entities) for which the only Liability of the CQP Entities is the reimbursement of costs and expenses under the Service Agreements.

“ Project Financing ” means the debt financing required for construction of Train 1 and Train 2 and the portions of the Liquefaction Project related thereto.

“ Property ” or “ Properties ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible (including intellectual property rights).

“ Purchase Price ” means the Initial Purchase Price plus the purchase price paid for Class B Units pursuant to any Follow-on Funding.

“ Purchased Units ” means all of the Class B Units purchased by the Purchaser pursuant to this Agreement.

“ Purchaser ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Purchaser Affiliate ” means (i) any direct or indirect Affiliate of any Investor and (ii) any direct or indirect Affiliate of the Persons described in clause (i).

“ Purchaser Confidential Information ” means any confidential information provided to CEI or the CQP Entities regarding the Purchaser or its Affiliates or any fact relating to discussions or negotiations with the Purchaser or its Affiliates in connection with the Basic Documents excluding information that (a) is available through public records or otherwise in the public domain at the time of its disclosure or thereafter (other than as a result of a disclosure by CEI, the CQP Entities or their Representatives in breach of this Agreement or other obligations of confidentiality owed to the Purchaser), (b) is already in the possession of CEI or the CQP Entities or any of their Representatives prior to disclosure by the Purchaser and was not previously acquired by CEI or the CQP Entities or their Representatives directly or indirectly from the Purchaser or that was independently developed by CEI, the CQP Entities or on their behalf without access to the Purchaser Confidential Information received under this Agreement, or (c) is or has been lawfully acquired by CEI, the CQP Entities or any of their Representatives from a third party (other than the Purchaser or its Representatives) not known by CEI or the CQP Entities to be prohibited from so disclosing such information to CEI or the CQP Entities by a legal, contractual, fiduciary or other obligation owed to the Purchaser.

“ Purchaser Core Representations and Warranties ” has the meaning specified in Section 7.03(b)(iv) .

“ Purchaser Related Parties ” has the meaning specified in Section 7.01(a) .

“ Regulatory Approvals ” means all approvals, consents or authorizations (i) by a Governmental Authority necessary to construct Train 1 and Train 2 and consummate the Transactions and (ii) by the FERC or DOE to (a) site, construct and operate liquefaction and export facilities at the Liquefaction Project (including all such approvals, notifications or authorizations contemplated, or required, by the EPC Contract and the Existing SPAs, as they relate to the FERC or DOE), (b) receive and liquefy natural gas at the Liquefaction Project and (c) store, transport and export liquefied natural gas from the Liquefaction Project.

“ Remaining Units ” means at any time, (a) 100,000,000 Class B Units ( plus the amount of any Additional Units if the Purchaser exercises the Upsize Option) minus (b) the aggregate number of Class B Units previously sold to and purchased by the Purchaser at the Initial Funding and any previous Follow-on Funding.

“ Representation Termination Date ” has the meaning specified in Section 7.01(b)(v) .

“ Representatives ” means, (i) with respect to a specified Person, the officers, directors, managers, employees, agents, counsel, accountants, investment bankers, and other representatives of such Person and, (ii) when used with respect to the Purchaser, also includes the Purchaser's direct and indirect stockholders, partners, members, subsidiaries, parent companies and other Affiliates.

“ Restricted Activities ” has the meaning specified in Section 6.08(b) .

“ Restricted Period ” has the meaning specified in Section 6.08(b) .

“ Rights-of-Way ” has the meaning specified in Section 3.12(c) .

“ Sabine Pass Liquefaction ” means Sabine Pass Liquefaction, LLC, a wholly owned indirect subsidiary of CQP, and its successors and assigns.

“ Sabine Pass LNG ” means Sabine Pass LNG, L.P., a wholly owned indirect subsidiary of CQP, and its successors and assigns.

“ Sabine Pass Senior Notes ” means the 7.25% Senior Secured Notes due 2013 and the 7.5% Senior Secured Notes due 2016, issued pursuant to the Indenture, dated November 9, 2006, as supplemented, between Sabine Pass LNG, as issuer and The Bank of New York, as trustee.

“ Sale Notice ” means a notice provided by CQP to the Purchaser which sets forth the number of Remaining Units that CQP desires to issue and sell to the Purchaser pursuant to Section 2.02(d) . In no event shall a Sale Notice include more Remaining Units than the total number of Remaining Units at the applicable time.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ Service Agreements ” means, collectively, (a) the O&M Agreements, (b) that certain Services and Secondment Agreement by and between Cheniere LNG O&M Services, L.P. and the General Partner, dated as of March 26, 2007, and as amended and restated as of the date of the Initial Funding in the form attached as Exhibit F , (c) that certain Management Services Agreement by and between Sabine Pass LNG-GP, Inc. and Sabine Pass LNG, dated as of February 25, 2005, as amended, and as assigned pursuant to that certain Assignment, Assumption, Consent and Release Agreement by and among Sabine Pass LNG-GP, Inc., Cheniere LNG Terminals, Inc., and Sabine Pass LNG, dated as of August 15, 2008, and as amended and restated as of the date of the Initial Funding pursuant to Section 6.11 , (d) the Management Services Agreement, dated as of the date hereof, between Cheniere LNG Terminals, Inc. and Sabine Pass Liquefaction; (e) that certain letter agreement regarding management and administrative services to be provided by Cheniere LNG Terminals, Inc. to CQP, dated as of June 24, 2010, by and between Cheniere LNG Terminals, Inc. and CQP, and as amended and restated as of the date of the Initial Funding pursuant to Exhibit G and (f) that certain Management Services Agreement to be entered into on the date of the Initial Funding between Cheniere LNG Terminals, Inc. and Cheniere Creole Trail Pipeline, L.P. in the form to be created pursuant to Section 6.11 .

“ Service Providers ” means persons of Affiliates of CEI (other than the General Partner or a CQP Entity) providing services to any CQP Entity, from time to time, whether directly or indirectly through employment with another entity or otherwise.

“ Services Budget ” means the budget of expenses to be incurred by the CQP Entities pursuant to the Service Agreements, as set forth on Schedule 6.06 .

“ Services Company ” means each of Cheniere LNG O&M Services, LLC, Cheniere LNG Terminals, Inc. and any other entity providing services to CQP pursuant to a Service Agreement.

“ Shortfall Units ” has the meaning specified in Section 2.01 .

“ SPA Imposition ” means any change, event, fact, development, condition, matter or circumstance, that individually or in the aggregate, has had or could reasonably be expected to directly or indirectly (A) have a material and adverse impact on (i) the ability of a CQP Entity being able to fulfill its obligations under an Existing SPA in a timely manner or (ii) the expected revenues of a CQP Entity under an Existing SPA, (B) materially and adversely impact the terms of an Existing SPA applicable to a CQP Entity (including the application to a CQP Entity of any less-favorable terms contained in an Existing SPA) or (C) provide the counterparty to an Existing SPA with a right to terminate such Existing SPA. Without limiting the foregoing, an SPA Imposition shall include changes in Law, proceedings and modifications to Regulatory Approvals.

“ SPA Imposition Event ” has the meaning specified in Section 6.07(b) .

“ SPA Imposition Notice ” has the meaning specified in Section 6.07(b) .

“ Special Actions ” has the meaning specified in Section 6.01(a) .

“ Subordinated Units ” has the meaning specified in the CQP Partnership Agreement.

“ Subsidiary ” means, as to any Person, any corporation or other entity of which: (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Authority and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Return ” means any return, declaration, report or similar statement with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

“ Third Party Claim ” has the meaning specified in Section 7.04(b) .

“ Train ” means an LNG production train located at the Liquefaction Project.

“ Train 1 ” means the first Train that is commercially operable, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or is expected by Sabine Pass

Liquefaction to be commercially operable, with nominal production capacity of at least 182.5 MMBtu per annum of LNG.

“ Train 2 ” means the second Train that is commercially operable, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or is expected by Sabine Pass Liquefaction to be commercially operable, with nominal production capacity of at least 219 MMBtu per annum of LNG.

“ Train 3 ” means the third Train that is commercially operable, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or is expected by Sabine Pass Liquefaction to be commercially operable, with nominal production capacity of at least 216.5 MMBtu per annum of LNG.

“ Train 4 ” means the fourth Train that is commercially operable, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or is expected by Sabine Pass Liquefaction to be commercially operable, with nominal production capacity of at least 216 MMBtu per annum of LNG.

“ Transactions ” means (i) the purchase and sale of the Purchased Units contemplated by this Agreement, (ii) consummating the CTPL Transaction, (iii) entering into the Project Financing, (iv) CEI, CQP and each of its respective Affiliates executing and delivering the Basic Documents to which it is a party and (v) each Basic Document becoming effective.

“ Transaction Costs ” means $50,000,000.

“ TUAs ” means (i) the LNG Terminal Use Agreement, dated September 2, 2004, by and between Total Gas and Power North America, Inc. and Sabine Pass LNG, as amended, and (ii) the LNG Terminal Use Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and Sabine Pass LNG, as amended.

“ UK Act ” has the meaning specified in Section 3.26 .

“ Upsize Option ” has the meaning specified in Section 2.01 .

Section 1.02 Accounting Procedures and Interpretation.

Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchaser under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Sale and Purchase.

Pursuant to the terms and subject to the conditions of this Agreement, (i) at the Initial Funding, CQP hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from CQP, 33,333,334 Class B Units (the “ Initial Purchased Units ”) and (ii) as consideration for the issuance and sale of the Initial Purchased Units, the Purchaser hereby agrees to pay CQP $500,000,010.00 (the “ Initial Purchase Price ”); provided , that if CEI is unable to purchase the full 33,333,334 Class B Units contemplated to be purchased by CEI pursuant to the CEI Unit Purchase Agreement (on or prior to the Initial Funding Date), then CEI shall provide prompt notice of such inability to purchase all such Class B Units (including in such notice the number of Units that CEI will not be able to purchase (the “ Shortfall Units ”)), and the Purchaser shall have the option (the “ Upsize Option ”), exercisable in its sole discretion contemporaneously with or prior to the Initial Funding, to increase the number of the Initial Purchased Units that the Purchaser will purchase at the Initial Funding by a number of Class B Units up to the number of Shortfall Units. If the Purchaser exercises the Upsize Option, the Purchaser shall give prompt written notice (but in no event later than five (5) days after CEI provides the foregoing notice) to CEI and CQP indicating the number of additional Class B Units the Purchaser desires to Purchase up to the number of Shortfall Units (the “ Additional Units ”). If the Purchaser exercises the Upsize Option, then (A) all references herein to the “Initial Purchased Units” shall thereafter be deemed to refer to the sum of 33,333,334 Class B Units plus the number of Additional Units and (B) all references herein to the “Initial Purchase Price” shall thereafter be deemed to refer to the sum of $500,000,010.00 plus the product of (x) the number of Additional Units multiplied by (y) $15.00.

Section 2.02 Funding.

(a) At any time following the Funding Call Date, either CQP (solely in the case of clause (i) of the definition of the Funding Call Date) or the Purchaser shall be permitted to provide a written notice to the other party to begin the preparation for the Initial Funding (the “ Funding Notice ”). To the extent CQP provides the Funding Notice pursuant to the previous sentence, no later than seven (7) Business Days thereafter, the Purchaser shall provide written notice to CQP of its then-existing good faith view about whether the Purchaser would likely provide an Initial Funding Date Notice if all of the conditions set forth in Section 2.03 were to be satisfied three (3) Business days thereafter; provided , that in no event shall the failure of the Purchaser to provide an Initial Funding Date Notice (notwithstanding any notice of the Purchaser that its then-existing view is that it would provide the Initial Funding Date Notice) be a breach of this Agreement. Pursuant to the terms and subject to the conditions of this Agreement, the consummation of the purchase and sale of the Initial Purchased Units hereunder (the “ Initial Funding ”) shall take place on (i) the first Business Day that is at least ten (10) Business Days following the date of the Funding Notice, on which (x) the conditions set forth in Section 2.03 (other than those conditions that by their nature are to be satisfied at the Initial Funding but subject to the fulfillment or waiver of those conditions) have been satisfied or waived (as contemplated by Section 2.03 ) and (y) the Purchaser determines, in its sole discretion, that it desires to consummate the Initial Funding and has delivered the Initial

Funding Date Notice or (ii) at such other time as the parties hereto may mutually agree (the “ Initial Funding Date ”).

(b) The Initial Funding shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002. The parties agree that the Initial Funding may occur via delivery of facsimiles, emailed pdfs or photocopies and cross receipts.

(c) After the Initial Funding, at any time the Purchaser desires to purchase any of the Remaining Units, the Purchaser shall provide written notice of such desire to CQP and promptly (not to be more than two (2) Business Days) thereafter (i) CQP shall issue and sell to the Purchaser, and the Purchaser shall purchase from CQP, the applicable number of Remaining Units that Purchaser desires to purchase and (ii) as consideration for the issuance and sale of such Remaining Units, the Purchaser shall pay CQP in immediately available funds the product of (x) the number of Remaining Units to be issued and sold at such Follow-on Funding multiplied by (y) $15.00.

(d) After the Initial Funding, at any time there are Remaining Units, CQP shall be entitled to issue a Sale Notice as follows:

(i) if CQP determines in good faith (and such determination is confirmed by the Board to the extent requested by the Purchaser) that the projected cash available to CQP and its Subsidiaries that could reasonably be used at the Liquefaction Project (including any funds available at the applicable time pursuant to available credit (including the Project Financing)) (“ Available Funds ”) at the end of the month following such Sale Notice will be less than $400,000,000.00, and CQP provides to the Purchaser reasonable detail of the projected available cash and the calculation thereof, then CQP shall be permitted to issue a Sale Notice for a number of Remaining Units equal to (x) the amount of cash required by CQP so that at the end of such month, CQP shall have Available Funds of $400,000,000.00 divided by (y) $15.00, rounded to the nearest whole Remaining Unit; or

(ii) if CQP reasonably believes in good faith (after considering any information provided by the Purchaser to support the financial ability of the parties to the Commitment Letters to provide sufficient funds and taking into account the Guaranty) that the Purchaser and the guarantor under the Guaranty together do not have the financial ability to allow the Purchaser to meet its obligations to purchase the Remaining Units pursuant to this Agreement, then CQP shall be permitted to provide a Sale Notice for all of the Remaining Units.

(e) Eleven (11) days (or such sooner time if agreed in writing by the Purchaser) following receipt of a Sale Notice pursuant to Section 2.02(d) , (A) CQP shall issue and sell to the Purchaser, and the Purchaser shall purchase from CQP, the applicable number of Remaining Units properly set forth in the Sale Notice (not to exceed the total number of Remaining Units) and (B) as consideration for the issuance and sale of such Remaining Units, the Purchaser shall pay CQP in immediately available funds the product of (1) the number of Remaining Units to be issued and sold at such Follow-on Funding multiplied by (2) $15.00.

(f) Except as set forth in Section 2.02(d) , there shall be no conditions precedent to a Follow-on Funding.

(g) Notwithstanding anything to the contrary contained herein, in no event shall the Purchaser be obligated to purchase more than 100,000,000 Class B Units ( plus any Additional Units if the Purchaser exercises the Upsize Option) pursuant to this Agreement.

Section 2.03 Conditions of the Parties' Obligations at the Initial Funding.

(a) Mutual Conditions . The respective obligations of CQP and the Purchaser to consummate the issuance and sale of the Initial Purchased Units shall be subject to the satisfaction of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law), as of the Initial Funding:

(i) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or seeks to prohibit the consummation of the Transactions or the construction or operation of the Liquefaction Project;

(ii) All Regulatory Approvals (as defined by replacing the word “construct” in clause (i) of the definition with “commence construction of”) shall have been received;

(iii) There shall not be pending any suit, action or proceeding by any third party that is not a Governmental Authority which seeks to restrain, preclude, enjoin or prohibit the purchase and sale of the Class B Units hereunder or any of the Basic Documents (other than the CTPL Purchase Agreement) from being effected and, in each case, has a reasonable probability of success on the merits;

(iv) The GP Amended LLC Agreement shall have been duly executed and shall be in full force and effect, with the initial “Independent Directors” to be appointed thereunder at the Initial Funding mutually agreed upon and named therein;

(v) Each of the following shall be in full force and effect and shall not, on rehearing, appeal, remand or otherwise, have been subject to any Impairment that is in any manner materially adverse to Sabine Pass Liquefaction:

(vi) if applicable, the waiting period (and any extension thereof) applicable to the consummation of the Transactions shall have expired or been terminated under the HSR Act.

(b) Conditions to the Purchaser's Obligations at the Initial Funding . The obligation of the Purchaser to consummate the purchase of the Initial Purchased Units is subject to the satisfaction (or waiver by the Purchaser) on or prior to the Initial Funding of the following conditions:

(i) All of the representations and warranties of CQP and CEI contained in this Agreement shall be true and correct as of the Initial Funding as if made on the Initial Funding Date (other than the representations and warranties as of a specified date, which shall be true and correct on and as of such date) without giving effect to any limitation as to materiality or CQP Material Adverse Effect set forth therein, except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a CQP Material Adverse Effect; provided , however , that the Core Representations and Warranties and the representations and warranties in Section 3.11 (No Material Adverse Change) and Section 4.04 (No Material Adverse Change) shall be true and correct in all respects;

(ii) Each of CEI and CQP shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Funding;

(iii) The CQP Amended Partnership Agreement shall have been duly executed and shall be in full force and effect;

(iv) The O&M Agreement specified in clauses (a) and (c) of the definition thereof shall have been duly executed and shall be in full force and effect;

(v) The Services Agreements specified in clauses (b), (c), (e) and (f) of the definition thereof shall have been duly executed and shall be in full force and effect;

(vi) The Project Financing shall have been consummated, or shall be consummated simultaneously with the Initial Funding, on terms reasonably acceptable to the Purchaser;

(vii) The CTPL Transaction and the acquisition by CEI of Class B Units pursuant to the CEI Unit Purchase Agreement and the CEI Subscription Agreement shall have closed or be closing simultaneously with the Initial Funding;

(viii) The CEI LNG Sale and Purchase Agreement (FOB), the Management Services Agreement, dated as of the date hereof, between Cheniere LNG Terminals, Inc. and Sabine Pass Liquefaction and the Operation and Maintenance Agreement (Sabine Pass Liquefaction Project), dated as of the date hereof, by and between Cheniere LNG O&M Services, LLC, the General Partner and Sabine Pass Liquefaction shall remain in full force and effect;

(ix) CEI, CQP and their respective Subsidiaries shall have received all approvals from their respective boards of directors, general partners (or similar governing bodies or Person) and any other internal approvals necessary in connection with the Transactions;

(x) The Purchaser shall have provided the Initial Funding Date Notice as contemplated by Section 2.02(a) ; and

(xi) The delivery by CQP of all of the following to the Purchaser:

(1) a certificate or certificates (bearing the legend set forth in Section 5.06(d) of this Agreement) representing the Initial Purchased Units and meeting the requirements of the CQP Amended Partnership Agreement, registered in the name of the Purchaser;

(2) a certificate of the Secretary or Assistant Secretary of the General Partner, certifying as to the accuracy and completeness of (and attaching copies of): (i) the executed CQP Amended Partnership Agreement, (ii) the resolutions of the Board authorizing the execution and delivery of the Basic Documents to which the General Partner or CQP is a party and the Transactions, (iii) the incumbency of the officers authorized to execute the Basic Documents on behalf of the General Partner and CQP, as applicable, (iv) the GP LLC Agreement, as amended by the GP Amended LLC Agreement, and (v) the relevant CQP Entity Operating Agreement for Sabine Pass LNG and Sabine Pass Liquefaction;

(3) a certificate of the Secretary or Assistant Secretary of the General Partner, certifying as to accuracy and completeness of (and attaching copies of): (i) the Certificate of Limited Partnership of CQP and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware and dated as of a recent date;

(4) certificates from the Secretary of State (or corresponding state official) of the state of formation of each of CQP, the General Partner, CEI, Sabine Pass LNG and Sabine Pass Liquefaction evidencing that each such entity is in good standing in its respective jurisdiction of incorporation or formation;

(5) a certificate of the Secretary of State (or corresponding official) of each of the jurisdiction where each CQP Entity is qualified to do business, dated as of a recent date, evidencing the qualification and good standing of each of the CQP Entities as a foreign limited liability company, foreign limited partnership or foreign corporation, as the case may be;

(6) a cross-receipt executed by CQP certifying that it has received the Initial Purchase Price;

(7) the Investors' Agreement, which shall have been duly executed by CQP, CEI and the General Partner;

(8) a legal opinion of Andrews Kurth LLP with respect to the matters set forth on Exhibit D ;

(9) a legal opinion of Richards, Layton & Finger LLP with respect to the matters set forth on Exhibit E ;

(10) a copy of the “Notice to Proceed” (as defined in the EPC Contract) as contemplated by the EPC Contract (as in effect on the date hereof) or as amended with Purchaser's approval, countersigned by the EPC Contractor;

(11) the consent and actions contemplated by Schedule 2.03(b)(xi)(11) ;

(12) payment of the Transaction Costs to the Purchaser, in immediately available funds;

(13) a certificate, signed by a duly authorized officer of the General Partner, on behalf of CQP, and dated the Initial Funding Date, to the effect that the conditions set forth in Section 2.03(b)(i) and Section 2.03(b)(ii) have been satisfied; and

(14) all other documents, instruments and writings required to be delivered by CQP at the Initial Funding under the Basic Documents.

(c) Conditions to CQP's Obligations at the Initial Funding . The obligation of CQP to issue and sell the Initial Purchased Units to the Purchaser is subject to the satisfaction (or waiver by CQP) on or prior to the Initial Funding of the following conditions:

(i) All of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Initial Funding as if made on the Initial Funding Date (other than the representations and warranties as of a specified date, which shall be true and correct on and as of such date) without giving effect to any limitation as to materiality set forth therein, except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to cause, a delay in the Initial Funding or impair the Purchaser's ability to effect the Initial Funding or perform its obligations under this Agreement; provided , however , that the Purchaser Core Representations and Warranties shall be true and correct in all respects.

(ii) The Purchaser shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Funding.

(iii) Sufficient Project Financing shall be committed or closed to allow a “Notice to Proceed” (as such term is defined in the EPC Contract as in effect on the date hereof) to be issued by Sabine Pass Liquefaction.

(iv) The delivery by the Purchaser of all of the following:

(1) the Initial Purchase Price, in immediately available funds;

(2) the Investors' Agreement, which shall have been duly executed by the Purchaser;

(3) a cross-receipt duly executed by the Purchaser certifying that the Purchaser has received the Purchased Units;

(4) a certificate from the Secretary of State of the State of Delaware evidencing that the Purchaser is duly formed and in good standing in such state;

(5) a certificate, signed by a duly authorized officer of the Purchaser, and dated the Initial Funding Date, to the effect that the conditions set forth in Section 2.03(c)(i) and Section 2.03(c)(ii) have been satisfied; and

(6) all other documents, instruments and writings required to be delivered by the Purchaser at the closing under the Basic Documents.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CQP

CQP represents and warrants to the Purchaser, on and as of the date of this Agreement and on and as of the Initial Funding Date, as follows:

Section 3.01 Formation and Qualification; Citizenship.

Each of the CQP Entities has been duly formed and is validly existing as a limited liability company or limited partnership, as applicable, and is in good standing under the Laws of its jurisdiction of formation, and is duly registered, qualified to do business and is in good standing as a foreign limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify would not reasonably be expected to have, individually or in the aggregate, a CQP Material Adverse Effect. Each of the CQP Entities has all limited liability company or limited partnership, as the case may be, power and authority

necessary to own or lease its Properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Covered CQP SEC Documents.

Section 3.02 Ownership of Subsidiaries.

Exhibit 21.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 included in the CQP SEC Documents sets forth the name of each of the CQP Subsidiaries as of the date of this Agreement, each of which was formed in the State of Delaware. CQP, directly or indirectly, owns 100% of the issued and outstanding membership interests or partnership interests, as the case may be, of the CQP Subsidiaries, free and clear of any Liens, except for Liens created pursuant to the Debt Agreements, the Project Financing documents and the CQP Entity Operating Agreements. Such limited liability company interests or limited partnership interests, as the case may be, have been duly authorized and validly issued under the applicable CQP Entity Operating Agreement and are fully paid (to the extent required under such Subsidiary's applicable CQP Entity Operating Agreement), have not been issued in violation of any pre-emptive rights or other similar rights, and are non-assessable (except as such non-assessability may be affected by matters described in: (A) Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act, in the case of a Delaware limited liability company, and (B) Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”), in the case of a Delaware limited partnership).

Section 3.03 No Other Subsidiaries.

Other than its ownership interests in the CQP Subsidiaries (and any other Subsidiaries created after the date of this Agreement with the consent of the Purchaser), CQP does not own, directly or indirectly, any equity of any other Person or long-term debt securities with a maturity over one (1) year (other than debt securities of any other CQP Entity).

Section 3.04 Authorization; Enforceability; Valid Issuance.

(a) Each CQP Entity has all requisite limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by each CQP Entity of the Basic Documents to which it is a party, and the performance of its obligations thereunder, have been, or at the time they are executed and delivered, will be, duly and validly authorized, executed and delivered by such CQP Entity.

(b) Assuming the due authorization, execution and delivery by the Purchaser and CEI of those Basic Documents to which the Purchaser or CEI is a party, the Basic Documents to which each CQP Entity is a party constitute or at the time of the Initial Funding, will constitute, valid and binding obligations of each such CQP Entity; provided , however , that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (iii) public policy, applicable Law relating to fiduciary duties, indemnification and contribution, and an implied covenant of good faith and fair dealing.

(c) The Purchased Units and the limited partner interests represented thereby will be at the time of the Initial Funding duly authorized by CQP in accordance with the CQP Amended Partnership Agreement and, when issued and delivered by the Partnership against payment of the Initial Purchase Price (with respect to the Initial Purchased Units) and payment of the purchase price for the Remaining Units (with respect to the Remaining Units), will be validly issued, fully paid (to the extent required under the CQP Amended Partnership Agreement), will not be issued in violation of any preemptive rights or other similar rights, and are 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 will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the CQP Amended Partnership Agreement and under applicable state and federal securities Laws, (ii) such Liens as are created by the Purchaser and (iii) such Liens as arise under the CQP Amended Partnership Agreement or the Delaware LP Act.

(d) Upon issuance in accordance with this Agreement and the CQP Amended Partnership Agreement, the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the CQP Amended Partnership 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) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the CQP Amended Partnership Agreement and under applicable state and federal securities Laws, (ii) such Liens as are created by the Purchaser and (iii) such Liens as arise under the CQP Amended Partnership Agreement or the Delaware LP Act.

Section 3.05 No Preemptive Rights; Registration Rights or Options.

(a) Except (i) as described in the Covered CQP SEC Documents, (ii) for phantom units granted pursuant to the Cheniere Energy Partners, L.P. Long-Term Incentive Plan and subject to phantom units agreements in the form of the phantom units agreement attached as Exhibit 10.63 to CQP's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 included in the CQP SEC Documents, (iii) as contemplated by the Basic Documents, and (iv) as set forth in the CQP Partnership Agreement, there are no preemptive rights or other rights to subscribe for or options or warrants to purchase, nor any restriction upon the voting or transfer of, any equity securities in any of the CQP Entities. Except as contemplated by the Basic Documents, the issuance and sale of the Purchased Units as contemplated by this Agreement do not give rise to any rights for or relating to the registration of any Common Units or other securities of CQP other than as have been waived.

Section 3.06 Capitalization.

As of the date of this Agreement, the issued and outstanding partnership interests of CQP consist of 31,268,124  Common Units, 135,383,831 Subordinated Units, the incentive distribution rights (as defined in the CQP Partnership Agreement, the “ Incentive Distribution Rights ”) and 3,398,203 units of the General Partner (the “ General Partner Units ”), which are the only partnership interests in CQP issued and outstanding. All outstanding Common Units, Subordinated Units and Incentive Distribution Rights, together with the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the CQP Partnership Agreement and are fully paid (to the extent required under the CQP Partnership 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).

Section 3.07 No Breach.

None of the issuance and sale by CQP of the Purchased Units (including upon the conversion of Class B Units into Conversion Units), the execution, delivery and performance of the Basic Documents or the consummation of the Transactions (i) will, as of the Initial Funding, conflict with, or constitute a violation of, any of the Operating Agreements, (ii) requires, as of the date hereof, or will require, as of the Initial Funding, any consent, approval or notice under, or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Contract to which any of the CQP Entities is a party or by which any of them or any of their respective Properties may be bound (other than conflicts, breaches, violations or defaults that have been, or prior to the Initial Funding will be, waived or cured), (iii) subject to the accuracy of the representations and warranties in ARTICLE V (disregarding the references to materiality therein), upon receipt of the Regulatory Approvals, will, as of the Initial Funding, violate any Law of any Governmental Authority having jurisdiction over any CQP Entity or any of their respective Properties in a proceeding to which any of them or their respective Properties is or was a party or (iv) results or will result in the creation or imposition of any Lien upon any Property of any of the CQP Entities (other than such Liens as arise under the CQP Amended Partnership Agreement, applicable state and federal securities Laws or the Delaware LP Act or in connection with the Project Financing), which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), could reasonably be expected to have a CQP Material Adverse Effect.

Section 3.08 No Approvals.

Subject to the accuracy of the representations and warranties in ARTICLE V (disregarding the references to materiality therein), except for (i) the Regulatory Approvals, (ii) the approvals required by the Commission in connection with any registration statement filed under the Investors' Agreement, (iii) the approvals required by the NYSE Amex with respect to any listing of Conversion Units thereon, (iv) such consents, approvals, authorizations, orders, filing or registrations that have been obtained or made or will be obtained or made prior to the Initial Funding and (v) such consents, approvals, authorizations or orders that, if not obtained, would not reasonably be expected to (a) cause an SPA Imposition, (b) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (c) give rise to a material Liability of the CQP Entities taken as a whole, no consent, approval, authorization or order of, or filing or registration with, any Governmental Authority or third party is required in connection with the consummation by the CQP Entities of the Transactions to which they are a party.

Section 3.09 No Default.

None of the CQP Entities is, nor will the consummation of the Transactions cause any CQP Entity to be, (i) in violation of its applicable Operating Agreement, (ii) in default (and no event has occurred which, with notice or lapse of time or both, would constitute such a default) in the due performance or observance of any term, covenant or condition contained in any Contract to which

it is a party or by which it is bound or to which any of its Properties is subject or (iii) in violation of any Law of any Governmental Authority (including Laws regarding employment and employee benefits), which default or violation in the case of clause (ii) or (iii), would reasonably be expected to have a CQP Material Adverse Effect.

Section 3.10 CQP SEC Documents; CQP Financial Statements.

CQP has filed or furnished with the Commission all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Exchange Act or the Securities Act since January 1, 2009 (all such documents, collectively, the “ CQP SEC Documents ”). The CQP SEC Documents, at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered CQP SEC Document), (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made) not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable. All of the audited financial statements and unaudited interim financial statements of CQP included in the Covered CQP SEC Documents (the “ CQP Financial Statements ”), at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered CQP SEC Document), (a) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (b) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the financial position and results of operations of the CQP Entities taken as a whole as of the dates and for the periods indicated. Ernst & Young LLP, who has audited and delivered its reports with respect to the audited CQP Financial Statements, is an independent registered public accounting firm with respect to CQP within the meaning of the Securities Act, and has not resigned or been dismissed as independent registered public accountants of CQP as a result of or in connection with any disagreement with CQP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. The reports delivered by Ernst & Young LLP with respect to the audited CQP Financial Statements and included in the CQP SEC Documents are all unqualified opinions.

Section 3.11 No Material Adverse Change.

(a) Except (t) for consummation of the Transactions, (u) as incurred in the Ordinary Course of Business for Sabine Pass LNG and its Subsidiary, (v) up to $500 million being spent on pre-notice-to-proceed activities of the Liquefaction Project, (w) as reflected, reserved against or accrued in the CQP Financial Statements, (x) as will be incurred pursuant to the Project Financing, (y) as incurred as a result of those actions that the Purchaser specifically consented to in accordance with Section 6.01 or (z) as incurred as a result of actions expressly permitted by virtue of its inclusion on Schedule 6.01 , since January 1, 2012, or as set forth in or contemplated by the Covered CQP SEC Documents existing as of the date hereof (excluding any disclosures set forth in any risk factor section or in any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature), there has not been (i) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by any of the CQP Entities that is material to the CQP Entities taken as a whole, (ii) any change in the capital

stock, membership or other equity interests or outstanding Indebtedness of any of the CQP Entities that is material to the CQP Entities taken as a whole, (iii) any dividend or distribution of any kind declared, paid or made in respect of membership or partnership interests in, the CQP Entities, except for dividends or distributions made or paid to the CQP Entities or the regular quarterly distribution on the Common Units and the General Partner Units, (iv) any material 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 action, investigation or decree by a Governmental Authority sustained by any of the CQP Entities or (v) any material change in CQP's accounting principles, practices or methods.

(b) Since January 1, 2012, there has not been any change, event, occurrence, effect, fact, circumstance or condition that is or would reasonably be expected to have, individually or in the aggregate, a CQP Material Adverse Effect.

Section 3.12 Title to Real Property; Leases.

(a) Each of the CQP Entities has good and indefeasible title to all Property that constitutes real property, and good title to all Property that constitutes personal property, in each case as described in the Covered CQP SEC Documents as owned by such CQP Entity, free and clear of all Liens except (i) as described in, and subject to limitations contained in, the Covered CQP SEC Documents, (ii) Liens arising under or securing indebtedness incurred under Debt Agreements or in connection with the Project Financing, (iii) other claims and other encumbrances (other than Liens), (iv) Liens arising under the CQP Entity Operating Agreements, (v) Liens that 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, (vi) mechanic, materialman, worker, landlord or other similar Liens arising in the Ordinary Course of Business, and (vii) pledges or deposits to secure obligations under worker's compensation laws, unemployment insurance and social security laws, or for utility service or to secure the performance of bids, tenders, contracts or leases or to secure statutory obligations or surety, bid or appeal bonds.

(b) Each of the CQP Entities has valid leases with respect to any real property and buildings held under lease by such CQP Entity with such exceptions as do not materially interfere with the use of the Properties of the CQP Entities taken as a whole as they have been used in the past and are proposed to be used in the future, and such leases are enforceable against such CQP Entities except to the extent that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (iii) public policy, applicable Law relating to fiduciary duties, indemnification and contribution, and an implied covenant of good faith and fair dealing.

(c) Except as described in or contemplated by the Covered CQP SEC Documents, each of the CQP Entities has such easements or rights-of-way from each Person (collectively, “ Rights-of-Way ”) as are necessary to conduct the Business, except for (i) qualifications, reservations and encumbrances that would not, individually or in the aggregate, have a CQP Material Adverse Effect and (ii) such Rights-of-Way that, if not obtained, would not have, individually or in the aggregate, a CQP Material Adverse Effect; other than as set forth, and subject to the limitations

contained, in the Covered CQP SEC Documents, each of the CQP Entities 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 have a CQP Material Adverse Effect; and, except as described in the Covered CQP SEC Documents, none of such Rights-of-Way contains any restriction that would (i) cause an SPA Imposition, (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (iii) give rise to a material Liability of the CQP Entities taken as a whole.

(d) The execution and delivery and performance of this Agreement by any of the CQP Entities does not and will not require a consent under, constitute a violation of, breach under or default (or an event that, with notice or lapse of time or both, would constitute such default) under, or result in the creation of any Lien under, any real property lease or right-of-way document to which such CQP Entity is a party.

Section 3.13 Insurance.

CQP has provided to the Purchaser a complete and correct list of all insurance policies applicable to the CQP Entities or the General Partner as of the date hereof, including insurance of directors and officers of such entities (collectively, the “ Insurance Policies ”). The CQP Entities are insured by insurers of recognized financial responsibility (with an A.M. Best rating of at least A-VII) against such losses and risks and in such amounts as are prudent and customary in connection with the Business, and all such insurance is in full force and effect. There is no existing default (or any condition that would cause a default with due notice or lapse of time or both) under the Insurance Policies, and the execution and delivery and performance of this Agreement does not and will not require a consent under, constitute a violation of, breach under or default (or an event that, with or without notice or lapse of time or both, would constitute such default) under any Insurance Policy. Since January 1, 2009, there has not been any written notice of cancellation or nonrenewal with respect to, or disallowance of any claim or reservation of rights under, any insurance policies applicable to the CQP Entities or the General Partner. No Person has received written notice (or to the Knowledge of CQP, any other notice) from any insurer or agent of such insurer that substantial capital improvements or other substantial expenditures will have to be made in order to continue the Insurance Policies. All premiums due under the Insurance Policies that have been invoiced to the CQP Entities have been paid by the applicable due date.

Section 3.14 Legal Proceedings.

Except as set forth on Schedule 3.14 , (i) there are no actions, suits, claims, investigations or proceedings (including any of the foregoing relating to any Regulatory Approval and/or to the performance of this Agreement or any Plan) pending before any Governmental Authority or, to the Knowledge of CQP, threatened against any of the CQP Entities before or by any Governmental Authority or any self-regulatory organization or other non-governmental regulatory authority (including the NYSE Amex), (ii) there have not been any judgments, court orders or court-approved settlements issued with respect to the CQP Entities or their respective Properties and (iii) there are no judgments, court orders or court-approved settlements that continue to have a binding effect on

the CQP Entities or their respective Properties, which in the case of clauses (i), (ii) and (iii) would reasonably be expected to result in a material Liability, individually or in the aggregate, to the CQP Entities taken as a whole.

Section 3.15 Employment Related Matters.

Except as set forth in Schedule 3.15 , (i) neither CQP nor any other CQP Entity employs (or, in the past five years, has employed) any employees or otherwise engages any independent contractors or other Service Providers; and (ii) no labor problem or dispute or union negotiation or organizing efforts with respect to the Service Providers exists or, to the Knowledge of CQP, is threatened or imminent; no Service Provider is providing services under or otherwise subject to any collective bargaining or similar agreement, and none of the Chief Executive Officer or Chief Financial Officer of the General Partner is aware of any existing, imminent or likely labor disturbance by Service Providers or the employees of any of the CQP Entities' principal suppliers, contractors or customers, except as set forth in the Covered CQP SEC Documents.

Section 3.16 Tax Matters.

(a) Each of the CQP Entities has filed all material Tax Returns required to be filed, which returns are correct and complete in all material respects, and all material Taxes due in relation to the CQP Entities have been paid in full, other than those that are being contested in good faith by appropriate action and for which adequate reserves have been established in accordance with GAAP. There are no material Liens with respect to Taxes upon any of the Properties of the CQP Entities, other than with respect to Taxes not yet due and payable.

(b) There are no asserted or threatened deficiencies or assessment of Taxes from any taxing authority with respect to or attributable to the CQP Entities. There are no ongoing material audits or examinations of any of the Tax Returns relating to or attributable to the CQP Entities, and no such material audit or examination is threatened in writing. The CQP Entities have not granted any requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes.

(c) Each CQP Entity has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, partner, member or other Person.

(d) No closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the “ Code ”) (or any similar provision of state, local or foreign Law) has been entered into by or with respect to any CQP Entity. No CQP Entity has any material liability for Taxes of any other Person as a transferee or successor, by contract, or otherwise.

(e) No CQP Entity has engaged in a transaction that would be a “listed transaction” by or with respect to any CQP Entity pursuant to Treasury Regulation Section 1.6011-4 or any predecessor thereto.

(f) Any CQP Entity which is treated as a partnership for U.S. federal income tax purposes has a valid Section 754 election in effect.

(g) None of the CQP Entities is, or has been, treated as a corporation for U.S. federal income tax purposes. CQP has, for each taxable year since its initial public offering, met the gross income requirements of Section 7704(c)(2) of the Code, and for all such taxable years, CQP was properly treated as a partnership for U.S. federal income tax purposes within the meaning of Section 7704(c) of the Code. CQP expects to meet the gross income requirements of Section 7704(c)(2) of the Code for its taxable year ending December 31, 2012.

(h) To the Knowledge of CQP, the purchase and ownership of the Purchased Units and the conversion of Purchased Units into Conversion Units, taken together or alone, will not have a material and adverse effect on any material abatements, incentives, exemptions, rebates, reductions, credits or similar attributes relating to sales and use taxes, property taxes, ad valorem taxes or payroll taxes of the CQP Entities.

Section 3.17 Employee Benefit Plans.

(a) Except as set forth in Schedule 3.17(a) , all Plans have been disclosed in the Covered CQP SEC Documents.

(b) (i) Each CQP Entity is in compliance in all material respects with all presently applicable provisions of ERISA and the Code, and each Plan has been operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code; (ii) no “reportable event” (as defined in ERISA) has occurred with respect to any Plan; (iii) no Plan is subject to the requirements of Title IV or is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), and no CQP Entity is subject to, or could reasonably expect to incur Liability, whether absolute or contingent, under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan or “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or (B) Sections 412 or 4971 of Code; (iv) each Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and nothing has occurred, whether by action or by failure to act, that would reasonably be expected to cause the loss of such qualification; (v) no Plan provides post-employment welfare (including health, medical or life insurance) benefits, and none of the CQP Entities has any obligation to provide any such post-employment welfare benefits now or in the future, other than as required by Section 4980B of the Code or any other applicable Law; and (vi) no individual who has performed services for any CQP Entity has been improperly excluded from participation in any Plan, and no CQP Entity has any direct or indirect Liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee or with respect to any misclassification of any employee as exempt versus non-exempt.

Section 3.18 Environmental Compliance.

The CQP Entities (i) are in compliance with, and have not violated, any Environmental Laws, and, to the Knowledge of CQP, there is no condition or circumstance that would reasonably be expected to prevent or interfere with such compliance in the future, (ii) have received all Environmental Permits required of them under applicable Environmental Laws to conduct their respective Businesses as they are currently being conducted, (iii) are in compliance with all, and have not violated any, terms and conditions of any such Environmental Permits and, to the

Knowledge of CQP, there is no condition or circumstance that would reasonably be expected to prevent or interfere with such compliance in the future, (iv) do not have any Liability, and are not conducting or funding any investigation, remediation, remedial action or cleanup, in connection with the disposal of Hazardous Material or with the release or threatened release into the environment of any Hazardous Material, and Hazardous Materials are not present at or about any Property currently or formerly owned, leased or operated by any of the CQP Entities during the time of their ownership, lease or operation in condition that would reasonably be expected to result in Liability to any CQP Entity relating to any Environmental Law, and (v) have not assumed, retained or provided indemnity against any Liability of any other Person relating to any Environmental Law, except in the cases of the foregoing clauses (i) through (v) where such failure to comply with Environmental Laws, such failure to receive required Environmental Permits, such failure to comply with the terms and conditions of such Environmental Permits, such Liability in connection with disposal, releases, or presence of such Hazardous Materials, or such assumption, retention or indemnity would not reasonably be expected to result in a CQP Material Adverse Effect.

Section 3.19 Compliance with Laws; Permits.

(a) Each of the CQP Entities is in compliance with all Laws applicable to its Business, operations or assets, except for such failures to be in compliance as would not reasonably be expected to (i) cause an SPA Imposition, (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (iii) give rise to a material Liability of the CQP Entities taken as a whole. None of the CQP Entities has received any written notice of or been charged with any violation of any Laws, except for such violations that (i) would not reasonably be expected to be material to the CQP Entities, taken as a whole or (ii) have been disclosed in the Covered CQP SEC Documents.

(b) All material Regulatory Approvals and material permits, licenses, franchises and certificates (“ Permits ”) that are necessary for the ownership, construction and operation of the Liquefaction Project and that have been obtained by CEI, the General Partner or the CQP Entities or for the benefit of the Liquefaction Project by third parties as of the date of this Agreement are set forth on Schedule 3.19(b) . 

(c) All material Regulatory Approvals  and Permits not obtained as of the date of this Agreement and that are necessary for the ownership, construction and operation of the Liquefaction Project to be obtained by CEI, the General Partner or the CQP Entities or for the benefit of the Liquefaction Project by third parties (other than the EPC Contractor) after the Initial Funding Date are set forth on Schedule 3.19(c) . 

(d) CQP reasonably believes that any material Regulatory Approvals and Permits which have not been obtained by CQP or the relevant third party as of the Initial Funding Date, but which are necessary to be obtained in the future by CEI, the General Partner, the CQP Entities or such third party for the ownership, construction and operation of the Liquefaction Project:

(i) shall be obtained in due course on or prior to the commencement of the appropriate stage of the ownership, construction and operation of the Liquefaction Project for which such Regulatory Approval and Permit would be necessary; and

(ii) shall not contain any condition or requirements, (A) the compliance with which could reasonably be expected to result in a CQP Material Adverse Effect or (B) which CEI, the General Partner, the CQP Entities or the relevant third party (as the case may be) does not expect to satisfy on or prior to the commencement of the appropriate stage of ownership, construction and operation of the Liquefaction Project, except, in the case of clause (B) to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to (a) cause an SPA Imposition, (b) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (c) give rise to a material Liability of the CQP Entities taken as a whole.

(e) Except as set forth in Schedule 3.19(c) and those Regulatory Approvals and Permits that the EPC Contractor is responsible for obtaining, each of the CQP Entities has all Permits and Regulatory Approvals that are necessary under, or issued pursuant to, any Law to (A) own its Properties, (B) conduct its Business as currently conducted and (C) commence construction of Train 1 and Train 2 of the Liquefaction Project and issue the “Notice to Proceed” (as defined in the EPC Contract) under the EPC Contract, except for such Permits and Regulatory Approvals which, if not obtained, would not reasonably be expected to (i) cause an SPA Imposition, (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (iii) give rise to a material Liability of the CQP Entities taken as a whole.

(f) Except as set forth in Schedule 3.19(f) , no such Permit or Regulatory Approval is subject to any current legal proceeding, waiting period or appeal or to any unsatisfied condition that would reasonably be expected to give rise to material Impairment of the Permit or Regulatory Approval.

(g) Except as set forth in Schedule 3.19(g) or except as set forth in the Covered CQP SEC Documents, as of the date hereof and as of the Initial Funding Date each of the CQP Entities has fulfilled and performed all of its material obligations with respect to such Regulatory Approvals and Permits by the applicable date specified therein (to the extent the applicable date specified therein is prior to each such date), and no event has occurred that would prevent the Permits and Regulatory Approvals from being renewed or reissued or which allows, or after notice or lapse of time would allow, any Impairment, of any such Permit or Regulatory Approval, except for such Impairments that would not reasonably be expected to (i) cause an SPA Imposition, (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (iii) give rise to a material Liability of the CQP Entities taken as a whole.

(h) Except as described in the Covered CQP SEC Documents or set forth in Schedule 3.19(h) , none of such Permits or Regulatory Approvals contain any restriction that would reasonably be expected to (i) cause an SPA Imposition or (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project.

(i) This Section 3.19 does not relate to tax matters, which are instead the subject of Section 3.16 and employee benefits matters, which are instead the subject of Section 3.17 .

Section 3.20 NYSE Amex Listing.

The Common Units are listed on the NYSE Amex, and CQP has not received any notice of delisting. The issuance and sale of the Purchased Units and the issuance of Conversion Units in accordance with this Agreement and the CQP Amended Partnership Agreement does not require approval of the holders of Common Units under the NYSE Amex rules and regulations.

Section 3.21 Investment Company.

None of the CQP Entities is now, and immediately after the sale of the Initial Purchased Units to be sold by CQP to the Purchaser hereunder will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.22 Certain Fees.

Except as have been disclosed in writing to the Purchaser prior to the date of this Agreement, no fees or commissions are or will be payable by the CQP Entities (including pursuant to any Contract to which CEI is a party) to brokers, finders or investment bankers with respect to the consummation of the Transactions.

Section 3.23 Valid Private Placement.

Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the sale and issuance of the Purchased Units to the Purchaser pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and none of the CQP Entities nor, to the Knowledge of CQP, any authorized agent acting on their behalf, has taken or will take any action hereafter that would cause the loss of such exemptions.

Section 3.24 Material Agreements.

Each material agreement filed (or required to be filed) in the CQP SEC Documents pursuant to Section 601(b)(10) of Regulation S-K promulgated by the Commission, including each exhibit to the CQP SEC Documents, including amendments to or other modifications of pre-existing material agreements to which any CQP Entity is a party (the “ Material Agreements ”) is, unless otherwise terminated or expired in accordance with its terms (other than as a result of a breach or default thereunder), valid and enforceable against the CQP Entity party thereto, and, to the Knowledge of CQP, the other parties thereto; provided , however , that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (iii) public policy, applicable Law relating to fiduciary duties, indemnification and contribution, and an implied covenant of good faith and fair dealing. None of the CQP Entities is in default (with or without due notice or lapse of time or both) under any Material Agreement, which default could

reasonably be expected to result in any material Liability, and to the Knowledge of CQP there have not been any, and no CQP Entity has received any, written notice of default of any CQP Entity under any Material Agreement in the 12 month period prior to the date hereof.

Section 3.25 Books and Records.

(a) Except as disclosed in the CQP Financial Statements, each of the CQP Entities (i) has established and maintains a system of internal accounting control over financial reporting sufficient to comply with all legal and accounting requirements applicable to the CQP Entities, (ii) has disclosed, based on its most recent evaluation of internal controls, to the CQP Entities' auditors and its audit committee, (x) any significant deficiencies and material weaknesses in the design or operation of its internal accounting controls which are reasonably likely to adversely affect the CQP Entities', taken as a whole, ability to record, process, summarize, and report financial information, and (y) any fraud known to the CQP Entities that involves management or other employees who have a significant role in internal controls, and (iii) has not received any complaint, allegation, assertion, or claim in writing regarding the accounting practices, procedures, methodologies, or methods of any of the CQP Entities or their internal accounting controls over financial reporting, including any such complaint, allegation, assertion, or claim that any of the CQP Entities has engaged in questionable accounting or auditing practices.

(b) (i) CQP has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a−15 under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by CQP in the reports it files or submits under the Exchange Act is accumulated and communicated to management of the General Partner, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects in alerting the General Partner in a timely manner to material information required to be disclosed in CQP's reports filed with the Commission.

Section 3.26 Foreign Corrupt Practices Act.

Neither (a) any CQP Entity or Service Provider nor (b) to the Knowledge of CQP, any Representative of any CQP Entity, has directly or indirectly, (i) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns or violated any provisions of any applicable antibribery Laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”) or the UK Bribery Act of 2010, as amended, and the rules and regulations thereunder (collectively, the “ UK Act ”), or (ii) taken any action that would constitute a violation of any applicable antibribery Laws, including the FCPA or UK Act, including 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 or UK Act. (a) Each CQP Entity and (b) each Affiliate of any CQP Entity, has conducted its business in compliance with the FCPA and the UK Act with

regard to provisions of services to the CQP Entities or exercise of control over the CQP Entities; and CEI maintains policies and procedures applicable to the CQP Entities that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith by the CQP Entities.

Section 3.27 Office of Foreign Assets Control.

None of the CQP Entities, nor, to the Knowledge of CQP, any director, officer, agent, employee or Affiliate of a CQP Entity is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and CQP will not directly or indirectly use the proceeds from the sale of the Purchased Units, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Section 3.28 Intellectual Property.

Except as would not result in a CQP Material Adverse Effect and except as set forth on Schedule 3.28 hereto, each of the CQP Entities owns or possesses the right to use all patents, 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 as currently conducted and to construct and operate Train 1 and Train 2 of the Liquefaction Project. The consummation of the Transactions (other than the consummation of the CTPL Transaction) will not result in the loss, forfeiture, cancellation, suspension, limitation, termination or other impairment of, or give rise to any right of any Person to cancel, suspend, limit, terminate, or otherwise impair (a) the right of the CQP Entities to own or use or otherwise exercise any other rights that the CQP Entities currently have with respect to any Intellectual Property that is used or held for use in connection with the Business as currently conducted and to construct and operate Train 1 and Train 2 or (b) the rights of CEI and its Affiliates to use or otherwise exercise the rights that CEI and its Affiliates currently have with respect to any Intellectual Property that is used to provide services to the CQP Entities pursuant to the Services Agreements, except where such loss, forfeiture, cancellation, suspension, limitation, termination or other impairment would not reasonably be expected to have, individually or in the aggregate, a CQP Material Adverse Effect. None of the CQP Entities has received any notice or is otherwise aware of any infringement of or conflict with 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 of the CQP Entities. To the Knowledge of CQP, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property of the CQP Entities.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CEI

CEI represents and warrants to the Purchaser, on and as of the date of this Agreement and on and as of the Initial Funding Date, as follows:

Section 4.01 Authorization; Enforceability; Ownership.

(a) Each of CEI and its Affiliates (other than the CQP Entities) has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by each of CEI and its Affiliates (other than the CQP Entities) of the Basic Documents to which it is a party, and the consummation of the Transactions to which it is a party, have been, or at the time they are executed and delivered, will be, duly and validly authorized, executed and delivered by CEI and its Affiliates (other than the CQP Entities), as applicable, and no other proceedings on the part of CEI and its Affiliates (other than the CQP Entities) are necessary to authorize the Basic Documents to which any of them are a party or to consummate the Transactions to which they are a party.

(b) Assuming the due authorization, execution and delivery by the Purchaser and the CQP Entities of those Basic Documents to which the Purchaser or a CQP Entity is a party, the Basic Documents to which CEI and its Affiliates (other than the CQP Entities) is a party constitute, or will at the time of Initial Funding constitute, valid and binding obligations of CEI and its Affiliates (other than the CQP Entities); provided , however , that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (iii) public policy, applicable Law relating to fiduciary duties, indemnification and contribution, and an implied covenant of good faith and fair dealing.

(c) As of the date of this Agreement, CEI owns, directly or indirectly, 11,963,488 Common Units, 135,383,831 Subordinated Units, the Incentive Distribution Rights and the General Partner Units. CEI owns all of the outstanding equity interests of the General Partner.

Section 4.02 No Breach.

Neither the execution, delivery and performance of the Basic Documents to which CEI and its Affiliates (other than the CQP Entities) is a party nor the consummation of the Transactions (i) conflict or will conflict with or constitutes or will constitute a violation of CEI's or its Affiliates' (other than the CQP Entities) certificate of incorporation, bylaws or similar governing documents, as applicable, or (ii) will, as of the Initial Funding, require any consent, approval or notice under, or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Contract to which CEI or any of its Affiliates (other than the CQP Entities) is a party (other than conflicts, breaches, violations or defaults that have been, or will be as of the Initial Funding, waived or cured and other than under the CEI Credit Agreement), (iii) will, as of the Initial Funding, violate any Law of any Governmental Authority having jurisdiction over CEI or any of its Affiliates (other than the CQP Entities) or any of their Properties in a proceeding to which CEI or any of its Affiliates (other than the CQP Entities) is or was a party or (iv) results or will result in the creation or imposition of any Lien upon any Property of any of CEI or any of its Affiliates (other than the CQP Entities), which breaches, violations or defaults or lack of consents, in the case of clauses (ii), (iii) or (iv), could reasonably be expected to

have a material adverse effect on CEI and its Subsidiaries (other than the CQP Entities), taken as a whole.

Section 4.03 CQP Arrangements.

Except as set forth on Schedule 4.03 or through its ownership of equity in CQP as set forth in Section 4.01(c) , neither CEI nor any of its Affiliates (other than the CQP Entities), officers or directors (i) own or have any rights or interest in any of the Property, assets and rights used (or to be used in the future) to conduct the Business (other than the CTPL prior to the Initial Funding Date), (ii) have any Contracts with any of the CQP Entities or (iii) provide any services to any of the CQP Entities.

Section 4.04 No Material Adverse Change.

(a) Except as reflected, reserved against or accrued in the CEI Financial Statements (as of December 31, 2011), since January 1, 2012, or as set forth in or contemplated by the Covered CEI SEC Documents existing as of the date hereof (excluding any disclosures set forth in any risk factor section or in any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature), there has not been any obligation or Liability, direct or contingent (including any off-balance sheet obligations), incurred by CEI or its Affiliates (other than the CQP Entities) that is material to the CQP Entities, taken as a whole.

(b) Except as reflected, reserved against or accrued in the CEI Financial Statements (as of December 31, 2011), since January 1, 2012, there has not been any change, event, occurrence, effect, fact, circumstance or condition that is or would reasonably be expected to (x) adversely affect the ability of CEI or its Affiliates (other than the CQP Entities) to provide services to the CQP Entities pursuant to the O&M Agreements and/or (y) have, individually or in the aggregate, a material adverse effect on CEI and its Affiliates, taken as a whole.

Section 4.05 Solvency.     

CEI is not, and after the consummation of the Transactions will not be, insolvent or unable to pay its debts within the meaning of any applicable insolvency legislation. CEI is able to pay its debts as they become due, and owns Property having a fair saleable value greater than the amounts required to pay its debts as they become absolute and mature, and CEI does not have unreasonably small capital to carry on its business.

Section 4.06 CEI SEC Documents; CEI Financial Statements.

(a) CEI has filed or furnished with the Commission all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Exchange Act or the Securities Act since January 1, 2009 (all such documents, collectively, the “ CEI SEC Documents ”). The CEI SEC Documents, at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered CEI SEC Document), (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made in the case of any prospectus)

not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable.

(b) All of the audited financial statements and unaudited interim financial statements of CEI included in the Covered CEI SEC Documents (the “ CEI Financial Statements ”), at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered CEI SEC Document), (a) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (b) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the financial position and results of operations of CEI and its Subsidiaries, taken as a whole, as of the dates and for the periods indicated. Ernst & Young LLP, who has audited and delivered its reports with respect to the CEI Financial Statements, is an independent registered public accounting firm with respect to CEI within the meaning of the Securities Act, and has not resigned or been dismissed as independent registered public accountants of CEI as a result of or in connection with any disagreement with CEI on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to CQP, on and as of the date of this Agreement and on and as of the Initial Funding Date, as follows:

Section 5.01 Existence.

Each of the Purchaser and the Purchaser's equity holders, is duly organized and validly existing and in good standing under the Laws of its state of formation, with all necessary power and authority to own its Properties and to conduct its business as currently conducted. Neither the Purchaser nor any controlled Affiliate of the Purchaser is a “foreign person” as defined in 31 C.F.R. § 800.213.

Section 5.02 Authorization; Enforceability.

(a) The Purchaser has all requisite limited partnership power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser of the Basic Documents to which it is a party, and the performance of its obligations thereunder, have been, or at the time they are executed and delivered, will be, duly and validly authorized, executed and delivered by the Purchaser.

(b) Assuming the due authorization, execution and delivery of the other parties thereto, the Basic Documents to which such Purchaser is a party constitute or at the time of Initial Funding, will constitute, valid and binding obligations of the Purchaser; provided , however , that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors' rights generally, (ii)

general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (iii) public policy, applicable Law relating to fiduciary duties, indemnification and contribution, and an implied covenant of good faith and fair dealing.

Section 5.03 No Breach.

None of the execution, delivery and performance of the Basic Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby or thereby (i) conflicts or will, as of the Initial Funding, conflict with or constitutes or will, as of the Initial Funding, constitute a violation of any of the organizational documents of the Purchaser, (ii) requires any consent, approval or notice under or results in a breach or violation of, or constitutes a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Contract to which the Purchaser is a party or by which it or any of its Properties may be bound (other than conflicts, breaches, violations or defaults that have been waived or cured), or (iii) subject to the accuracy of the representations and warranties in ARTICLE III and ARTICLE IV (disregarding the references to materiality and CQP Material Adverse Effect therein), violates or will, as of the Initial Funding, violate any Law of any Governmental Authority having jurisdiction over the Purchaser or any of its Property in a proceeding to which the Purchaser or its Property is or was a party, except in the case of clauses (ii) and (iii), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by the Basic Documents.

Section 5.04 No Approvals.

Subject to the accuracy of the representations and warranties in ARTICLE III and ARTICLE IV (disregarding the references to materiality and CQP Material Adverse Effect therein), except for (i) the Regulatory Approvals, (ii) the approvals required by the Commission in connection with any registration statement filed under the Investors' Agreement, (iii) such consents that have been obtained or will be obtained prior to the Initial Funding, and (iv) such consents, approvals, authorizations or orders that, if not obtained would not reasonably adversely impact Purchaser's ability to consummate the transactions contemplated by the Basic Documents, no consent, approval, authorization or order of, or filing or registration with, any Governmental Authority or third party is required in connection with the consummation by the Purchaser of the Transactions to which it is a party.

Section 5.05 Certain Fees.

No fees or commissions, are or will be payable to brokers, finders or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the Transactions to which the Purchaser is a party as a result of any Contract with the Purchaser or any of its Affiliates.

Section 5.06 Unregistered Securities.

(a) Accredited Investor Status; Sophisticated Purchaser . The Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Purchased Units and the Conversion Units. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Units and the Conversion Units.

(b) Information . The Purchaser and its Representatives have been furnished with materials relating to the business, finances and operations of the CQP Entities and relating to the offer and sale of the Purchased Units and the Conversion Units that have been requested by the Purchaser. The Purchaser and its Representatives have been afforded the opportunity to ask questions of CQP or its Representatives. The Purchaser understands and acknowledges that its purchase of the Purchased Units involves a high degree of risk and uncertainty. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Units.

(c) Purchaser Representation . The Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities Laws. The Purchaser understands and acknowledges that there is no public trading market for the Purchased Units and that none is expected to develop until receipt of the Conversion Units. The Purchaser has been advised and understands and acknowledges that none of the Purchased Units and the Conversion Units have been registered under the Securities Act or under the “ blue sky ” Laws of any jurisdiction and may, subject to the Investors' Agreement, be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). The Purchaser has been advised of and is aware of the provisions of Rule 144 promulgated under the Securities Act. The Purchaser acknowledges and understands that CQP is relying upon, among other things, the representations and warranties of the Purchaser in this Agreement in concluding that the offer and sale of the Class B Units hereunder will be exempt from the registration requirements of the Securities Act.

(d) Legend . The Purchaser understands and acknowledges that, until such time as the Purchased Units and the Conversion Units have been registered pursuant to the provisions of the Securities Act, or the Purchased Units and the Conversion Units are eligible for resale, subject to the Investors' Agreement, pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Units and the Conversion Units will bear the following restrictive legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, DATED AS OF [___], 2012 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME),

AND THE INVESTORS' AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF [___], 2012, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Section 5.07 CQP Information.

The Purchaser acknowledges and agrees that CQP has provided or made available to the Purchaser (through EDGAR, CQP's website or otherwise) all Covered CQP SEC Documents.

Section 5.08 Financing

The Purchaser has sufficient funds readily available to pay the Initial Purchase Price on the Initial Funding Date and the purchase price for the Remaining Units to be purchased pursuant to any Follow-On Funding and has provided to CQP true and correct copies of the Commitment Letters. The Commitment Letters are binding obligations of the parties thereto and are in full force and effect in accordance with their terms; provided , however , that the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (iii) public policy, applicable Law relating to fiduciary duties, indemnification and contribution, and an implied covenant of good faith and fair dealing.

ARTICLE VI

COVENANTS

Section 6.01 Conduct of Business

(a) Subject to applicable Law, except as (i) otherwise required by the Basic Documents, (ii) consented to in writing by the Purchaser or (iii) contemplated on Schedule 6.01 (1) CQP shall, and CQP shall cause the CQP Subsidiaries to, and CEI shall cause the General Partner to, use commercially reasonable efforts to, (A) conduct the Business in the Ordinary Course, (B) maintain the assets of the Business in good operating condition suitable in all material respects for their intended purposes (ordinary wear and tear excepted), and (C) in the Ordinary Course, preserve intact the Business and its associated goodwill and preserve intact the CQP Entities' relationships with their material customers, material suppliers and material creditors, and (2) during the Restricted Period, CQP shall not, and CQP shall cause the CQP Subsidiaries not to, and CEI shall cause the General Partner and each of the CQP Entities not to (except for transactions occurring solely with another CQP Entity):

(i) sell, lease, license, transfer, pledge, mortgage, dispose of or encumber any material assets, properties (whether real, personal, tangible or intangible), rights or businesses of the CQP Entities, other than in the Ordinary Course of Business;

(ii) declare, set aside or pay any distribution on any Common Units, Subordinated Units, Incentive Distribution Rights or any other equity securities of CQP that is not consistent with the quarter ending on December 31, 2011;

(iii) amend any Operating Agreement;

(iv) split, combine, subdivide, reclassify or redeem, or purchase or otherwise acquire, any outstanding equity interests, including Common Units, Subordinated Units and Incentive Distribution Rights;

(v) merge or consolidate with any Person or adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, bankruptcy, recapitalization or other reorganization;

(vi) make a material change in its accounting or Tax principles, methods or policies except as required by applicable regulatory authorities or independent accountants, file any amended Tax Return that could result in a material liability for Taxes to the Purchaser after the Initial Funding, enter into any closing agreement, surrender any right or claim a refund of any Taxes or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the CQP Entities;

(vii) make any new Tax election or change or revoke any existing Tax election, or settle or compromise any Tax liability, that could result in a material liability for Taxes to the Purchaser after the Initial Funding;

(viii) make any acquisition of any (A) assets outside of the Ordinary Course of Business (except for the acquisition of assets contemplated in connection with the construction of the Liquefaction Project in the Ordinary Course of Business) or (B) equity interests of any Person except as contemplated by the CTPL Transaction;

(ix) (A) except as required pursuant any Material Agreement, employ or engage any employees or (B) enter into any collective bargaining agreement or similar contract or agreement;

(x) except as required by applicable Law, (A) enter into, amend or terminate any Plan or adopt or enter into any other employee benefit plan or arrangement that would be considered a Plan if it were in existence as of the date of this Agreement, (B) exercise any discretion to accelerate the vesting or payment of any compensation or benefits under any Plan, (C) grant any new awards under any Plan or (D) take any action to fund the payment of compensation or benefits under any Plan;

(xi) enter into any Contract with CEI or its Affiliates (other than the CQP Entities) that would be inconsistent with the terms of any of the Basic Documents;

(xii) make any payment to CEI;

(xiii) amend or modify or enter into any Service Agreement;

(xiv) approve or allow the resignation of the General Partner or the appointment of any replacement to the General Partner;

(xv) authorize, issue, sell or distribute any equity interests of any of the CQP Entities;

(xvi) accept proceeds from CEI that is the result of any equity raise that is used to fund the CQP Entities;

(xvii) purchase, redeem or otherwise acquire or dispose directly or indirectly any interests or shares of the capital stock or other equity interests or securities of CQP;

(xviii) make any loans, advances or capital contributions to or investments in any Person;

(xix) incur, amend or modify in any material respect the terms of, or refinance, any Indebtedness for borrowed money, guarantee Indebtedness for borrowed money or issue debt securities; or

(xx) authorize or enter into any agreement or commitment with respect to any of the foregoing.

During any period prior to the Initial Funding Date that is not a Restricted Period, if the General Partner or any CQP Entity takes any action described by this Section 6.01(a)(i) or in Schedule 6.01 , CQP shall promptly give written notice to the Purchaser of a description of such action in reasonable detail. Furthermore, at least three (3) Business Days before the General Partner or any CQP Entity takes (or authorizes or enters into any agreement or commitment with respect to) any of the actions set forth in Section 6.01(a)(iv) , (v) , (xv) , (xvi) , (xvii) , (xviii) or (xix) (collectively, the “ Special Actions ”), CQP shall provide written notice to the Purchaser (an “ Action Notice ”), which Action Notice shall set forth in reasonable detail a description of the Special Action desired to be taken. Within three (3) Business Days after receipt of an Action Notice, the Purchaser shall have the right to deliver a written notice to CQP stating that the Special Action shall be deemed to be an Alternate Transaction. In connection with the Purchaser's delivery of the notice deeming the Special Action to be an Alternate Transaction, the Purchaser shall have the right to either (x) provide a Funding Notice pursuant to Section 2.02(a) , in which case the General Partner or the applicable CQP Entity shall not be permitted to take the Special Action described in the Action Notice or (y) within thirty (30) days after the Purchaser's delivery of the notice deeming the Special Action to be an Alternate Transaction, terminate this Agreement pursuant to Section 8.01(l) . If the Purchaser does not provide a written notice deeming the Special Action to be an Alternate Transaction within three (3) Business Days following the Purchaser's receipt of an Action Notice, then the General Partner or the applicable CQP Entity shall be permitted to proceed with the Special Action described in the Action Notice.

(b) During the period from the date hereof to the Initial Funding Date, except as otherwise required by this Agreement or contemplated on Schedule 6.01 , CQP shall give advance written notice as promptly as practicable to the Purchaser, and, except

as the Purchaser otherwise consents in writing in advance (which consent the Purchaser shall either provide or withhold within five days after receipt of the notice from CQP), the Purchaser shall thereafter have the right to terminate its obligations under this Agreement within thirty (30) days after receiving notice of the actual occurrence of the following (which shall be described in reasonable detail in any such notice) if any of the CQP Entities shall:

(i) enter into any Contract outside the Ordinary Course of Business that would be material to the Business (other than the Basic Documents), or terminate or materially extend or modify any Material Agreement (including approving any change orders to Material Agreements), or waive any provision thereunder;

(ii) waive, release or settle any pending or threatened litigation or other proceedings before a Governmental Authority that (A) will require the CQP Entities to pay an amount in excess of $15 million or (B) cause a CQP Entity to incur (1) any obligation or liability of the CQP Entities in excess of such amount, including costs or revenue reductions or (2) obligations that would impose any material restrictions on the Business or operations of the CQP Entities; or

(iii) authorize or enter into any agreement or commitment with respect to any of the foregoing;

provided , however , that CQP shall not take any actions set forth in Section 6.01 with the intent to preclude the consummation of the Transactions in a timely manner.

Section 6.02 Use of Proceeds.

CQP shall apply all the proceeds from the sale of the Purchased Units, net of fees and expenses related to the negotiation and consummation of the Basic Documents, to (i) fund the equity portion of the costs of developing, constructing and placing into service Train 1 and Train 2, (ii) to fund the CTPL Transaction, capital expenditures for the expansion of the CTPL and related additional compression capabilities required to service the Liquefaction Project, (iii) operating expenses and Taxes of the CTPL during construction of the Liquefaction Project and (iv) for other related business purposes of the CQP Entities.

Section 6.03 Commercially Reasonable Efforts; Further Assurances.

(a) Prior to Initial Funding, CEI and CQP shall, and CQP shall cause the other CQP Entities to, and CEI shall cause its Affiliates to, (i) use its commercially reasonable efforts to consummate the Transactions (including to cause all of the conditions to Initial Funding set forth herein to be satisfied as promptly as practicable) and to obtain as promptly as practicable and maintain without Impairment all authorizations, consents, orders and approvals of all Governmental Authorities that the Purchaser or CQP reasonably determines may be or may become necessary or proper under this Agreement, the other Basic Documents and applicable Laws to be obtained to consummate and make effective the Transactions, (ii) subject to such limitations as set forth in this Section 6.03(a) , take all actions as may be reasonably requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) cooperate with the reasonable

requests of each other in seeking to obtain as promptly as practicable and to maintain without material Impairment all such authorizations, consents, orders and approvals. Prior to Initial Funding, CEI and CQP shall not, and CQP shall cause the CQP Subsidiaries not to, and CEI shall cause its Affiliates not to, take or cause to be taken any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding in any material respect the receipt or making of any such required authorizations, consents, orders, approvals or filings or the consummation of the Transactions.

(b) Each of CEI and CQP shall use their commercially reasonable efforts to secure the Foreign Trade Zone designation for the Liquefaction Project until such time as it is determined by CQP that it is no longer in CQP's best interest to secure such Foreign Trade Zone designation.

(c) Prior to the Initial Funding, CQP shall provide the Purchaser with drafts of material filings to be made by any CQP Entity with the FERC and the DOE prior to submission thereof and the Purchaser shall have twenty-four (24) hours after receipt thereof to provide any comments thereto which CQP shall in good faith consider.

(d) CQP shall (i) file with the NYSE Amex the proper form or other notification and required supporting documentation, and provide to the NYSE Amex any other requested information, related to the Conversion Units and (ii) issue the Purchased Units and the Conversion Units in compliance with applicable NYSE Amex rules and regulations.

Section 6.04 Public Disclosure; Confidentiality.

(a) Notwithstanding anything to the contrary contained herein, except as may be required to comply with the requirements of any applicable Law and the rules and regulations of the Commission or the NYSE Amex, and except for ordinary course notices or communications to limited partners, Investors or any Affiliate of the Purchaser or any Purchaser Affiliate, neither CEI, CQP nor the Purchaser shall, and CEI, CQP and the Purchaser will cause their respective Affiliates and Representatives not to, from and after the date hereof, issue any press release or other public communication in respect of this Agreement or otherwise disclose the identity of, or any other information concerning, the other parties without (i) the prior written approval of the other parties (which approval shall not be unreasonably withheld, conditioned or delayed by any party) and (ii) providing CEI, CQP or the Purchaser, as applicable, a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided , however , that the Purchaser Affiliates shall be entitled to disclose such information to any investor or prospective investor in Purchaser Affiliate that is subject to an obligation of confidentiality with respect to such information with respect to marketing activities; provided , further , that nothing in this Section 6.04(a) shall delay any required filing or other disclosure with the NYSE Amex or any Governmental Authority or otherwise hinder the CQP Entities', the Purchaser's or their respective Affiliates' or Representatives' ability to timely comply with all Laws or rules and regulations of the NYSE Amex or any Governmental Authority.

(b) Purchaser agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its potential investment in CQP, any CQP Confidential

Information obtained from the CQP Entities pursuant to the terms of this Agreement; provided , however , that the Purchaser may disclose the CQP Confidential Information (i) to its Representatives specified in clause (i) of the definition thereof who have a need to know such information in connection with the Purchaser's investment in CQP (subject to each such authorized recipient of such confidential information agreeing to keep such information confidential and provided that the Purchaser shall be liable for any breach of confidentiality by any such recipient); (ii) to any limited partner, investor or prospective investor of the Purchaser in connection with marketing activities by the Purchaser (subject to each such authorized recipient of such confidential information agreeing to keep such information confidential and provided that the Purchaser shall be liable for any breach of confidentiality by any such recipient); (iii) in its periodic reports required under the Exchange Act or any registration statement or prospectus under the Securities Act to the extent, and only to the extent: (A) the Purchaser is advised by legal counsel that such disclosure is required to comply with the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder, (B) the Purchaser takes reasonable steps to minimize the extent of any such required disclosure, and (C) the Purchaser advises CQP of any such proposed disclosure prior to its filing and consults with CQP as to the nature and extent of such disclosure; and (iv) as may otherwise be (A) required by Law or (B) in connection with any claims or actions relating to the Purchaser or its Affiliates or Representatives, to the extent required by subpoena or court of competent jurisdiction or by a governmental or administrative body, provided that (x) the Purchaser is advised by legal counsel that such disclosure is required, (y) the Purchaser takes reasonable steps to minimize the extent of any such required disclosure, and (z) to the extent permitted by applicable Law, the Purchaser advises CQP of any such disclosure prior to its release (including the nature and extent of such disclosure) and affords CQP the reasonable opportunity to limit such disclosure.

(c) CEI agrees that it will (and it will cause its Affiliates to) keep confidential and will not disclose, divulge or use for any purpose any Purchaser Confidential Information obtained from the Purchaser or its Affiliates pursuant to the terms of this Agreement; provided , however , that CEI or its Affiliates may disclose such information (i) to their respective Representatives who have a need to know such information in connection with the Transactions (subject to each such authorized recipient of such confidential information agreeing to keep such information confidential and provided that CEI shall be liable for any breach of confidentiality by any such recipient); (ii) in periodic reports required under the Exchange Act or any registration statement or prospectus under the Securities Act to the extent, and only to the extent: (A) CEI is advised by legal counsel that such disclosure is required to comply with the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder, (B) CEI takes reasonable steps to minimize the extent of any such required disclosure, and (C) CEI advises the Purchaser of any such proposed disclosure prior to its filing and consults with the Purchaser as to the nature and extent of such disclosure; and (iv) as may otherwise be (A) required by Law or (B) in connection with any claims or actions relating to CEI or its Affiliates or Representatives, to the extent required by subpoena or court of competent jurisdiction or by a governmental or administrative body; provided that (x) CEI is advised by legal counsel that such disclosure is required, (y) CEI takes reasonable steps to minimize the extent of any such required disclosure, and (z) to the extent permitted by applicable Law, CEI advises the Purchaser of any such disclosure prior to its release (including the nature and extent of such disclosure) and affords the Purchaser the reasonable opportunity to limit such disclosure.

Section 6.05 CTPL Transaction, CEI Unit Purchase Agreement and CEI Subscription Agreement

CEI and CQP shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to consummate the CTPL Transaction and the transactions contemplated by the CEI Unit Purchase Agreement and the CEI Subscription Agreement prior to or simultaneously with the Initial Funding in accordance with the terms of the CTPL Purchase Agreement, the CEI Unit Purchase Agreement and the CEI Subscription Agreement, which agreements shall not be materially amended or modified after the date hereof without the prior written consent of the Purchaser. Each of CEI and CQP shall promptly enforce its rights under the CTPL Purchase Agreement, the CEI Unit Purchase Agreement and the CEI Subscription Agreement, and neither CEI nor CQP shall or shall permit any of their respective Subsidiaries to (x) waive any of its rights or any of the conditions precedent under the CTPL Purchase Agreement, the CEI Unit Purchase Agreement or the CEI Subscription Agreement without the prior written consent of the Purchaser, (y) provide its consent to take any actions requiring the consent of the other party pursuant to the CTPL Purchase Agreement, the CEI Unit Purchase Agreement or the CEI Subscription Agreement without the consent of the Purchaser or (z) terminate the CTPL Purchase Agreement, the CEI Unit Purchase Agreement or the CEI Subscription Agreement without the consent of the Purchaser

Section 6.06 Labor Costs

Without the prior written consent of the Purchaser, from the date of this Agreement to the Initial Funding Date, CEI and its Affiliates shall not (a) amend the Services Agreements (except for the amendments pursuant to Section 6.11 ), (b) cause the cost of the Services Agreements to CQP or any other CQP Entity to increase above 110% of the Services Budget (in the aggregate for the period from January 1, 2012 through the applicable month), and (c) charge any other fees or expenses to any CQP Entity outside the Service Agreements.

Section 6.07 Notification of Certain Matters

(a) Prior to the Initial Funding Date, CEI and CQP shall give prompt written notice to the Purchaser of the occurrence or non-occurrence, to the actual knowledge of CEI and to the actual knowledge of CQP, respectively, and the Purchaser shall give prompt written notice to CEI and CQP of the occurrence or non-occurrence, to its actual knowledge, of any event which is likely (a) to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate if made as of the Initial Funding Date, (b) to result in a material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied hereunder or (c) to result in the failure of any condition to be satisfied; provided , however , that the delivery of any notice pursuant to this Section 6.07 shall not limit or otherwise affect the remedies available hereunder to any of the parties receiving such notice.

(b) Between the date hereof and the day immediately prior to the Initial Funding Date, CQP may notify Buyer in writing about the occurrence of an SPA Imposition (a “ SPA Imposition Notice ”). Any SPA Imposition Notice shall (i) set forth in reasonable detail (a) the

specific event or events and the facts, circumstances or conditions related thereto causing the SPA Imposition and (b) the nature of the SPA Imposition, including the Existing SPA impacted by the SPA Imposition (collectively, the “ SPA Imposition Event ”), (ii) acknowledge a SPA Imposition Event has occurred and would continue to occur until the Outside Date and (iii) state that the Purchaser has an irrevocable right to terminate the Agreement pursuant to Section 8.01(f) . In the event that CQP delivers a SPA Imposition Notice and the Purchaser does not subsequently exercise its right to terminate the Agreement, the Purchaser shall not have any claim for indemnification with respect to such SPA Imposition Event.

Section 6.08 Other Proposals

(a) On the date hereof, CEI and CQP shall, and shall cause each of their respective Subsidiaries and Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person (other than the Purchaser and its Representatives) conducted heretofore with respect to any CQP Investment Proposal.

(b) Subject to Section 6.01(a) , during the periods (i) beginning on the date hereof, and continuing until the earliest of (x) 11:59 (EST) on the date that is 120 days after the date hereof, (y) the Initial Funding and (z) termination of this Agreement in accordance with ARTICLE III and (ii) beginning on the date that any party delivers a Funding Notice pursuant to Section 2.02(a) and continuing until the earliest of (x) the Initial Funding, (y) termination of this Agreement in accordance with ARTICLE VIII and (z) thirty (30) days after delivery of the Funding Notice (the periods in clauses (i) and (ii), the “ Restricted Period ”), CEI and CQP shall not, and shall cause their respective Subsidiaries and Representatives not to, directly or indirectly, (A) solicit, initiate or knowingly encourage, or take any other action to knowingly facilitate, the making of any proposal that constitutes or is reasonably likely to lead to a CQP Investment Proposal or (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any confidential information with respect to, any CQP Investment Proposal (the activities in clauses (A) and (B), the “ Restricted Activities ”).

(c) During any period that is not a Restricted Period, CEI, CQP and their respective Subsidiaries and Representatives may undertake the Restricted Activities; provided , however CEI and CQP shall not, and shall cause their respective Subsidiaries and Representatives not to, enter into or agree to enter into any Contract relating to a CQP Investment Proposal (an “ Alternate Transaction ”) unless (i) CQP has provided written notice (the “ Alternate Transaction Notice ”) to the Purchaser stating that CQP is, and CQP reasonably believes in good faith that the parties to the Alternate Transaction and the parties to the Project Financing are, ready and able to consummate the Alternate Transaction and the Project Financing promptly, and that such consummation is not subject to (x) the satisfaction of the condition precedents set forth in Section 2.03(a)(ii) , (iii) , or (v) and (y) any conditions precedent that CQP reasonably believes in good faith would impede the ability of such consummation to occur within twenty (20) Business Days thereafter, (ii) CQP has provided reasonable evidence to the Purchaser of the availability of capital from the third parties to the Alternate Transaction, (iii) the Purchaser has not provided a Funding Notice pursuant to Section 2.02(a) on or before ten (10) Business Days following CQP's delivery of the Alternate Transaction Notice to the Purchaser and (iv) CQP shall have paid to the Purchaser all reasonable documented out-of-pocket expenses incurred by the Purchaser and its Affiliates in

connection with the negotiation, execution and activities related to the potential consummation of the Basic Documents and the Transactions, including related due diligence in respect of CQP and its Affiliates prior to entering into any Contract relating to an Alternate Transaction.

(d) Notwithstanding anything in this Section 6.08 , CEI at any time can transfer all of the equity interests in the General Partner and the equity interests in the Services Companies (i) to another wholly-owned Subsidiary of CEI or any CQP Entity or (ii) to a single Person acquiring 100% of the equity interests in the General Partner, 100% of the equity interests in all of the Services Companies and all of the Incentive Distribution Rights; provided that the transferees of the foregoing agree to be bound by the applicable Basic Documents.

Section 6.09 Access to Information

From the date hereof until the Initial Funding Date, CEI (including by causing its Affiliates) and CQP shall, and CQP shall cause the other CQP Entities to, as applicable (i) permit the Purchaser and its Representatives (as specified in clause (i) of the definition thereof) to have reasonable access (during normal business hours) to the Properties, Contracts, books and records of the CQP Entities and the General Partner, the personnel providing services to the CQP Entities, and any other information reasonably requested by the Purchaser upon providing at least twenty-four hours advance notice to CQP and (ii) provide the Purchaser notice of any meetings of the Board and copies of written information furnished to the attendees of Board meetings, which CQP deems appropriate to provide to the Purchaser, (iii) at such times as the Purchaser may reasonably request, consult with CQP and its Representatives (as specified in clause (i) of the definition thereof) regarding the Business of the CQP Entities and (iv) upon reasonable notice, make executive officers of the General Partner (and any other individuals on Schedule 1.01(b) ) regularly available to the Purchaser and its Representatives (as specified in clause (i) of the definition thereof) during normal business hours to discuss the foregoing and the status of communications and interactions between the CQP Entities and Governmental Authorities.

Section 6.10 Financing Cooperation

To the extent requested by the Purchaser, the Purchaser and CQP shall, and shall cause their respective Representatives to, and CEI shall cause the General Partner to, cooperate and collaborate with respect to the arrangement and consummation of any equity or debt financing of any of the CQP Entities (including the Project Financing) after the date hereof.

Section 6.11 Amended Service Agreements

Subject to the terms contemplated by Schedule 6.11 , CQP and CEI shall, or shall cause their applicable Subsidiaries to, enter into, or amend and restate, as applicable, each of the following Contracts in a form reasonably acceptable to the Purchaser to contain the same terms as the corresponding Service Agreements relating to the Liquefaction Project (as such terms shall be revised in good faith to account for the applicable parties thereto and for the applicable services to be provided to and by the counterparties to each such Contract):

(a) the Management Services Agreement by and between Sabine Pass

LNG-GP, Inc. and Sabine Pass LNG, dated as of February 25, 2005, as amended, and as assigned pursuant to that certain Assignment, Assumption, Consent and Release Agreement by and among Sabine Pass LNG-GP, Inc., Cheniere LNG Terminals, Inc., and Sabine Pass LNG, dated as of August 15, 2008;

(b) the Operation and Maintenance Agreement (Sabine Pass LNG Facilities) by and between Cheniere LNG O&M Services, L.P. and Sabine Pass LNG, dated as of February 25, 2005, as amended, and as assigned pursuant to that certain Assignment, Assumption, Consent and Release Agreement by and among Cheniere LNG O&M Services, L.P., the General Partner, and Sabine Pass LNG, dated as of March 26, 2007;

(c) the Operation and Maintenance Services Agreement (Cheniere Creole Trail Pipeline), by and between Cheniere LNG O&M Services, LLC and Cheniere Creole Trail Pipeline, L.P., dated as of November 26, 2007, as amended, and as to be assigned pursuant to the Assignment, Assumption, Consent and Release Agreement by and among Cheniere LNG O&M Services, LLC and the General Partner; and

(d) a Management Services Agreement to be entered into on the date of the Initial Funding between Cheniere LNG Terminals, Inc. and Cheniere Creole Trail Pipeline, L.P.

ARTICLE VII

INDEMNIFICATION, COSTS AND EXPENSES

Section 7.01 Indemnification by CEI.

(a) From and after the Initial Funding Date, CEI shall indemnify the Purchaser and each of its Representatives (collectively, “ Purchaser Related Parties ”) from, and hold each of them harmless against, any and all losses, claims, actions, suits, proceedings, penalties, demands and causes of action, and, in connection therewith, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, Taxes or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel) (collectively, “ Losses ”), whether or not involving a Third Party Claim (defined below), as a result of, arising out of, or in any way related to:

(i) the failure of any of the representations or warranties made by CEI contained herein to be true and correct in all respects as of the date hereof and as of the Initial Funding Date;

(ii) the breach of any of the covenants of CEI contained herein;

(iii) the failure of any of the representations or warranties made by CQP contained herein to be true and correct in all respects as of the date hereof and as of the Initial Funding Date;

(iv) the breach of any of the covenants of CQP contained herein; or

(v) any claim made by CEI or its Affiliates (other than CQP) relating to the breach of any of the representations and warranties made by CQP pursuant to Sections 1(b),

1(c) and 1(d) of the CEI Unit Purchase Agreement or the CEI Subscription Agreement (measured based upon the net Losses suffered by CQP and the Purchaser in respect thereof).

(b) The indemnification by CEI contained in Section 7.01(a) is subject to the following limitations:

(i) Indemnification by CEI pursuant to Section 7.01(a)(iii) and Section 7.01(a)(iv) shall only be available to the Purchaser Related Parties after the Purchaser Related Parties have received indemnification from CQP pursuant to Section 7.02(a)(i) or Section 7.02(a)(ii) in an aggregate amount equal to $100,000,000 (the “ CQP Indemnification Initial Amount ”). After the CQP Indemnification Initial Amount has been received by the Purchaser, CEI and CQP shall split equally all amounts owed to the Purchaser Related Parties pursuant to Section 7.01(a)(iii) , Section 7.01(a)(iv) , Section 7.02(a)(i ) or Section 7.02(a)(ii) (subject to the other limitations set forth in Section 7.01(b) );

(ii) Other than in respect of indemnification for Losses relating to the failure of the Core Representations and Warranties being true and correct as of the date hereof or as of the Initial Funding Date, the aggregate liability of (A) CEI and CQP for indemnification pursuant to Section 7.01(a)(i), Section 7.01(a)(iii) , and Section 7.02(a)(i) shall not exceed $500,000,000 in the aggregate (the “ Aggregate Cap ”), and (B) CEI and CQP for indemnification pursuant to Section 7.01(a)(ii) , Section 7.01(a)(iv) and Section 7.02(a)(ii) shall not exceed the Purchase Price; provided , however , that in all events the aggregate liability for CEI for indemnification pursuant to Section 7.01(a) (other than Section 7.01(a)(v) ) shall not exceed the Purchase Price;

(iii) The Purchaser Related Parties shall not be permitted to seek indemnification pursuant to Section 7.01(a)(i) , Section 7.01(a)(iii) or Section 7.02(a)(i) (except in respect of Losses relating to fraud, willful misconduct or the failure of the Core Representations and Warranties to be true and correct as of the date hereof or as of the Initial Funding Date) unless and until the Purchaser Related Parties have suffered aggregate Losses for which the Purchaser Related Parties are entitled to indemnification pursuant to (a) Section 7.01(a)(i) , Section 7.01(a)(iii) or Section 7.02(a)(i) for breaches of the representations and warranties contained in Section 3.11(a)(i) or Section 4.04(a) in excess of $50,000,000, after which CEI and CQP shall, subject to the other limitations set forth in Section 7.01(b) and Section 7.02(b) , provide indemnification for amounts in excess of $50,000,000 and (b) Section 7.01(a)(i) , Section 7.01(a)(iii) and Section 7.02(a)(i) (for breaches of representations and warranties other than those contained in Section 3.11(a)(i) or Section 4.04(a) , which shall be subject to the $50,000,000 deductible in the preceding clause (a) rather than the $15,000,000 deductible in this clause (b)) in excess of $15,000,000, after which CEI and CQP shall, subject to the other limitations set forth in Section 7.01(b) and Section 7.02(b) , provide indemnification for amounts in excess of $15,000,000;

(iv) CEI may elect, in its discretion, to pay any Losses owed to a Purchaser Related Party pursuant to Section 7.01(a) in the form of cash or freely tradable common shares of CEI (free and clear of all Liens) (“ CEI Equity ”). The value of any CEI Equity shall be deemed to be the trading price of CEI Equity as reported on the NYSE Amex (or such other national securities exchange on which the CEI Equity is listed for trading) upon the close of trading on

the relevant national securities exchange on the Business Day prior to the day on which such indemnification payment is to be paid; and

(v) Other than (i) the representations and warranties contained in Section 3.01 (Formation and Qualification; Citizenship), Section 3.02 (Ownership of Subsidiaries), Section 3.03 (No Other Subsidiaries), Section 3.04 (Authorization; Enforceability; Valid Issuance), Section 3.05 (No Preemptive Rights; Registration Rights or Options), Section 3.06 (Capitalization), Section 3.07(i) (No Breach), Section 3.22 (Certain Fees), Section 4.01 (Authorization; Enforceability; Ownership), and Section 4.02(i) (No Breach) and Section 4.03(ii) (CQP Arrangements) (collectively, the “ Core Representations and Warranties ”), which (other than Section 4.03(ii) ) shall survive indefinitely, (ii) the representations and warranties contained in Section 3.15 (Employment Related Matters), Section 3.16 (Tax Matters), and Section 3.17 (Employee Benefit Plans), which shall survive for three (3) years following the Initial Funding Date, (iii) the representations and warranties contained in Section 4.03(ii) (CQP Arrangements), which shall survive for five (5) years following the Initial Funding Date and (iv) the representations and warranties set forth in Section 4.04 (No Material Adverse Change) and Section 4.06(a) (CEI SEC Documents), which shall terminate on the Initial Funding Date, the representations and warranties of CQP and CEI contained in this Agreement shall survive for the longer of (a) twelve (12) months following the Initial Funding Date and (b) ten (10) Business Days following delivery to the Purchaser of the final annual consolidated audited financial statements of the CQP Entities for the fiscal year during which the Initial Funding occurs (the “ Representation Termination Date ”). After the Representation Termination Date, the Purchaser Related Parties shall not be entitled to seek indemnification pursuant to Section 7.01(a)(i) , Section 7.01(a)(iii) or Section 7.02(a)(i) relating to the failure of any of the representations or warranties made by CQP or CEI contained herein being true and correct, other than with respect to the Core Representations and Warranties; provided , however , that if an indemnification claim is properly asserted pursuant to this ARTICLE VII prior to the Representation Termination Date, then such representation and warranty shall survive until, but only for the purpose of, the resolution of such claim. All covenants, which by there terms are to be performed prior to the Initial Funding, shall survive until the Representation Termination Date, for purposes of an indemnification claim pursuant to this ARTICLE VII and not the performance thereof. All other covenants contained herein shall survive until they have been performed in accordance with their terms.

Section 7.02 Indemnification by CQP.

(a) From and after the Initial Funding Date, CQP shall indemnify each Purchaser Related Party, from, and hold each of them harmless against, any and all Losses, whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to:

(i) the failure of any of the representations or warranties made by CQP contained herein to be true and correct in all respects as of the date hereof and as of the Initial Funding Date; or

(ii) the breach of any of the covenants of CQP contained herein.

(b) In all events, the aggregate liability of CQP for indemnification pursuant to Section 7.02(a) shall not exceed the Purchase Price.

(c) CQP may elect, in its discretion, to pay any Losses owed to a Purchaser Related Party pursuant to Section 7.02(a) in the form of cash or Class B Units (or a combination thereof); provided , that CQP shall not be permitted to pay in the form of Class B Units to the extent it would cause the Purchaser and its Affiliates to own greater than 98% of the aggregate number of outstanding Common Units and Class B Units of CQP (calculated treating the Class B Units as if they are converted into Common Units at the then-applicable conversion rate). The value of any Class B Units that CQP shall issue as an indemnification payment shall be deemed to be the trading price of the Common Units of CQP as reported on the NYSE Amex (or such other national securities exchange on which the Common Units of CQP is listed for trading) upon the close of trading on the relevant national securities exchange on the Business Day prior to the day on which such indemnification payment is to be paid.

Section 7.03 Indemnification by the Purchaser.

(a) From and after the Initial Funding Date, the Purchaser shall indemnify the CQP Entities and their respective Representatives (collectively, “ CQP Related Parties ”) from, and hold each of them harmless against, any and all Losses, whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to:

(i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all respects as of the date hereof and as of the Initial Funding Date; or

(ii) the breach of any of the covenants of the Purchaser contained herein.

(b) The indemnification by the Purchaser contained in Section 7.03(a) is subject to the following limitations:

(i) Other than in respect of indemnification for Losses relating to the failure of the Purchaser Core Representations and Warranties being true and correct as of the date hereof or the Initial Funding Date, the aggregate liability of the Purchaser for indemnification pursuant to (A) Section 7.03(a)(i) shall not exceed $500,000,0000 and (B) Section 7.03(a)(ii) shall not exceed the Purchase Price;

(ii) The CQP Related Parties shall not be permitted to seek indemnification pursuant to Section 7.03(a)(i) (except in respect of Losses arising out of fraud, willful misconduct or, the failure of the Purchaser Core Representations and Warranties to be true and correct as of the date hereof or as of the Initial Funding Date or the failure of such Purchaser to pay the Purchase Price when due on the Initial Funding Date) unless and until the CQP Related Parties have suffered aggregate Losses for which the CQP Related Parties are entitled to indemnification pursuant to Section 7.03(a)(i) from the Purchaser (notwithstanding this Section 7.03(b)(ii) ) in excess of $15,000,000, after which the Purchaser shall, subject to Section 7.03(b)(i) , provide indemnification for amounts in excess of $15,000,000;

(iii) The Purchaser may elect, in its discretion, to pay any Losses owed to a CQP Related Party pursuant to Section 7.03(a) in the form of cash, Class B Units or Common

Units (or a combination thereof). The value of any Class B Units or Common Units that the Purchaser shall use to make an indemnification payment shall be deemed to be the trading price of the Common Units as reported on the NYSE Amex (or such other national securities exchange on which the Common Units is listed for trading) upon the close of trading on the relevant national securities exchange on the Business Day prior to the day on which such indemnification payment is to be paid; and

(iv) Other than the representations contained in Section 5.01 (Existence), Section 5.02 (Authorization; Enforceability) and Section 5.05 (Certain Fees) (collectively, the “ Purchaser Core Representations and Warranties ”), which shall survive indefinitely, the representations and warranties of the Purchaser contained in this Agreement shall survive until the Representation Termination Date. After the Representation Termination Date, the CQP Related Parties shall not be entitled to seek indemnification pursuant to Section 7.03(a)(i) relating to the failure of any of the representations or warranties made by the Purchaser contained herein being true and correct other than with respect to the Purchaser Core Representations and Warranties; provided , however , that if an indemnification claim is properly asserted pursuant to this ARTICLE VII prior to the Representation Termination Date, then such representation and warranty shall survive until, but only for the purpose of, the resolution of such claim.

Section 7.04 Indemnification Procedures.

(a) A claim for indemnification for any matter not involving a Third Party Claim shall be promptly asserted by written notice to the party from whom indemnification is sought; provided , however , that the failure to provide prompt written notice shall not limit the right to indemnification hereunder except to the extent of the increase in the Losses suffered as a result in the delay of such notice.

(b) Promptly after any CQP Related Party or Purchaser Related Party (hereinafter, the “ Indemnified Party ”) has received written notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a Person who is not an Affiliate of a party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “ Third Party Claim ”), the Indemnified Party shall give the indemnitor hereunder (the “ Indemnifying Party ”) written notice of such Third Party Claim but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure (and then only to the extent of the increased Losses resulting from such material prejudice). Such written notice shall state the nature and the basis of such Third Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as (A) the Indemnifying Party (x) agrees in writing to assume the defense within fifteen (15) Business Days of receiving notice of the Third Party Claim, (y) pursues the same diligently and in good faith, and (z) can reasonably demonstrate that it has sufficient funds (or equity to transfer to the extent permitted to make indemnification payments in the form of equity pursuant to this Agreement) readily available to pay the Losses alleged with respect to the Third Party Claim and (B) the Losses alleged with respect to the Third Party Claim are not greater than the remaining indemnification such party is required to provide pursuant to Section 7.01 , Section 7.02 or Section 7.03 , as appropriate. If the Indemnifying Party

properly undertakes to defend or settle such Third Party Claim in accordance with the previous sentence and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party's possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party for any reasonable documented travel or other out-of-pocket expenses of the Indemnified Party, but not for any internal costs of the Indemnified Party or its employees. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability in accordance with this Section 7.04(b) , and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided , however , that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such Third Party Claim and any negotiations of the settlement thereof and (ii) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such settlement or legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any Third Party Claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Indemnified Party.

Section 7.05 Limitation of Liability.

IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE HEREUNDER FOR EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, REGARDLESS OF SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR DEFECT IN PREMISES, EQUIPMENT OR MATERIAL, AND REGARDLESS OF WHETHER PRE-EXISTING THIS AGREEMENT OR THE OTHER BASIC DOCUMENTS, EXCEPT TO THE EXTENT PAYABLE TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT (OR AN AFFILIATE THEREOF) IN CONNECTION WITH A THIRD PARTY CLAIM. FOR PURPOSES OF CLARIFICATION, AND WITHOUT LIMITATION, THE PURCHASER SHALL BE ENTITLED TO SEEK DAMAGES RESULTING FROM THE DECREASE IN VALUE OF CLASS B UNITS OWNED BY THE PURCHASER AS A CONSEQUENCE OF (X) A BREACH OF THIS AGREEMENT BY CEI OR CQP OR (Y) SECTION 7.01(a)(v) ; HOWEVER, THE PURCHASER SHALL NOT BE ENTITLED TO SEEK DAMAGES OR LOSES ARISING FROM (I) LOST OPPORTUNITY COSTS OF THE PURCHASER, ANY INVESTORS OR ANY OF THEIR AFFILIATES (SUCH AS ALTERNATIVE INVESTMENTS THAT COULD HAVE BEEN PURSUED BUT WERE NOT) OR (II) CLAIMS RELATING TO FINANCING OR

COMMITMENTS THAT THE PURCHASER, ANY INVESTOR OR ANY OF THEIR AFFILIATES MAY HAVE ENTERED INTO IN ORDER TO CONSUMMATE THE TRANSACTIONS.

Section 7.06 Other Matters.

(a) For purposes of determining the amount of any Loss with respect to any breach or inaccuracy of a representation or warranty pursuant to Section 7.01(a)(i) , Section 7.01(a)(iii) , Section 7.02(a)(i) or Section 7.03(a)(i) , no effect shall be given to the terms “material”, “Material Adverse Effect” or other qualifications of similar import contained therein.

(b) All indemnification payments under this ARTICLE VII shall be adjustments to the Purchase Price, except as otherwise required by applicable Law.

(c) No party shall have liability under this Agreement following the Initial Funding Date except (i) as is provided in this ARTICLE VII , (ii) claims or causes of action arising from fraud or (iii) for specific performance as provided in Section 9.09 .

ARTICLE VIII

TERMINATION

Section 8.01 Termination.

This Agreement may be terminated at any time prior to the Initial Funding:

(a) by the mutual written consent of the Purchaser and CQP;

(b) by either the Purchaser or CQP, by giving written notice of such termination to the other party, if the Initial Funding shall not have occurred on or prior to December 31, 2012 (such date, the “ Outside Date ”); provided , that the right to terminate this Agreement under this Section 8.01(b) shall not be available to CQP, if the failure for the Initial Funding to occur prior to the Outside Date has been caused by, or resulted from, the failure of CQP or CEI to take any action required by CQP or CEI pursuant to this Agreement;

(c) by either the Purchaser or CQP, if any court of competent jurisdiction or a Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order, decree, ruling or other action shall have become final and nonappealable;

(d) by CQP, if the Purchaser has breached any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (x) would result in the failure of the conditions set forth in Section 2.03(c)(i) or Section 2.03(c)(ii) and (y) cannot be or is not cured prior to the Outside Date or is not cured within thirty (30) days after CQP has provided notice of such breach; provided , however , that CQP is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 2.03(b)(i) or Section 2.03(b)(ii) not to be satisfied;

(e) by the Purchaser, if CQP shall have breached any of its representations,

warranties, covenants or agreements contained in this Agreement, which breach (x) would result in the failure of the conditions set forth in Section 2.03(b)(i) or Section 2.03(b)(ii) and (y) cannot be or is not cured prior to the Outside Date or is not cured within thirty (30) days after the Purchaser has provided notice of such breach; provided , however , that the Purchaser is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 2.03(c)(i) or Section 2.03(c)(ii) not to be satisfied;

(f) by the Purchaser, within thirty (30) days following delivery by CQP of an SPA Imposition Notice;

(g) by the Purchaser in accordance with Section 6.01(b) ;

(h) by CQP if the Guaranty is no longer in full force and effect as a result of Blackstone Capital Partners VI L.P. having filed for bankruptcy protection under the applicable federal bankruptcy laws;

(i) by either the Purchaser or CQP, if CQP has delivered an Alternate Transaction Notice and the Purchaser has not provided a Funding Notice pursuant to Section 2.02(a) on or before ten (10) Business Days following CQP's delivery of the Alternate Transaction Notice to the Purchaser; provided that CQP shall not be permitted to terminate the Agreement pursuant to this Section 8.01(i) unless CQP has paid to the Purchaser all reasonable documented out-of-pocket expenses incurred by the Purchaser and its Affiliates in connection with the negotiation, execution and activities related to the potential consummation of the Basic Documents and the Transactions, including related due diligence in respect of CQP and its Affiliates;

(j) by CQP if (w) a party has delivered a Funding Notice pursuant to Section 2.02(a) , (x) at least eleven (11) Business Days have passed following the delivery of such Funding Notice, (y) all of the conditions to Initial Funding set forth in Section 2.03(a) and Section 2.03(b) are satisfied (or are then-capable of being satisfied on the Initial Funding Date) and (z) the Purchaser has not provided an Initial Funding Date Notice at such time when each of the preceding clauses (w), (x) and (y) are satisfied;

(k) by Purchaser if (x) a party has delivered a Funding Notice pursuant to Section 2.02(a) , (y) at least eleven (11) Business Days have passed following the delivery of such Funding Notice, and (z) the Purchaser has not provided an Initial Funding Date Notice at such time when each of the preceding clauses (x) and (y) are satisfied; or

(l) by Purchaser within thirty (30) days of delivering a notice deeming a Special Action to be an Alternate Transaction pursuant to Section 6.01(a) .

Section 8.02 Effect of Termination.

In the event of the termination of this Agreement as provided in Section 8.01 , the provisions of this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement, except for the provisions of (i)  Section 6.04(b) and Section 6.04(c) , which shall survive for eighteen (18) months from the date of such termination and (ii) Section 8.01 , this Section

8.02 , Section 8.03 and ARTICLE IX (excluding Section 9.03 but including any related definitional provisions in ARTICLE I ), all of which shall survive indefinitely; provided , however , that except as otherwise set forth herein, nothing herein shall relieve any party from Liability for any willful breach hereof prior to such termination; it being understood and agreed that Purchaser shall have no obligation to deliver any Funding Notice or Initial Funding Date Notice or to take any other actions to assist the Initial Funding to occur.

Section 8.03 Expense Reimbursement

Without limiting any of the Purchaser's rights hereunder, including the right to seek compensation for Losses related to any breach of this Agreement, in the event this Agreement is terminated (or is terminated in any other manner but could have been terminated) pursuant to Section 8.01(a) , Section 8.01(b) , Section 8.01(c), Section 8.01(e) , Section 8.01(f) , Section 8.01(g) , Section 8.01(i) , Section 8.01(j) (if any of the events set forth on Schedule 8.03 shall have occurred), Section 8.01(k) (if any of the events set forth on Schedule 8.03 shall have occurred) or Section 8.01(l) CQP shall reimburse the Purchaser for all reasonable documented out-of-pocket expenses incurred by the Purchaser and its Affiliates in connection with the negotiation, execution and activities related to the potential consummation of the Basic Documents and the Transactions, including related due diligence in respect of CQP and its Affiliates. CQP shall make any payment owed to the Purchaser pursuant to this Section 8.03 by wire transfer of immediately available funds no later than two (2) Business Days after termination of this Agreement (except in connection with a termination by CQP pursuant to Section 8.01(i) , in which case CQP shall pay such amount prior to termination).

ARTICLE IX

MISCELLANEOUS

Section 9.01 Interpretation.

Article, Section, Exhibit and Schedule references in this Agreement are references to the corresponding Article, Section, Exhibit and Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever CQP has an obligation under the Basic Documents, the expense of complying with that obligation shall be an expense of CQP unless otherwise specified. Whenever any determination, consent or approval is to be made or given by the Purchaser or CQP, such action shall be in such party's sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (i) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the this Agreement, and the remaining provisions shall remain in full force and effect and (ii) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally

contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

Section 9.02 No Waiver; Modifications in Writing.

(a) No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at Law or in equity or otherwise.

(b) Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement shall be effective unless signed by each of the parties hereto or thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement and any consent to any departure by a party from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on a party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

Section 9.03 Binding Effect; Assignment.

(a) This Agreement shall be binding upon CQP, CEI, the Purchaser and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

(b) The Purchaser's rights and obligations hereunder (including the right to seek indemnification) may be transferred or assigned in whole or in part by the Purchaser to any Purchaser Affiliate without the consent of any party; provided , however , that such Person is not a “foreign person” as defined in 31 C.F.R. § 800.213. Upon any such permitted transfer or assignment, references in this Agreement to the Purchaser (as they apply to the transferor or assignor, as the case may be) shall thereafter apply to such transferee or assignee of the Purchaser unless the context otherwise requires. Without the written consent of CQP, which consent shall not be unreasonably withheld, no portion of the rights and obligations of the Purchaser under this Agreement may be

assigned or transferred by the Purchaser or such a transferee of the Purchaser to a Person that is not a Purchaser Affiliate. No portion of the rights and obligations of CQP or CEI under this Agreement may be transferred or assigned without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

Section 9.04 Communications.

All notices and demands provided for hereunder shall be in writing and shall be given by hand delivery, registered or certified mail, return receipt requested, regular mail, facsimile, email or air courier guaranteeing overnight delivery to the following addresses:

(a) If to the Purchaser:

Blackstone CQP Holdco LP

345 Park Avenue, 44 ^th Floor

New York, NY 10154

Attn: David Foley

Sean Klimczak

Fax:     (646) 253-7517

Email:     foley@blackstone.com

klimczak@blackstone.com

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn:     David S. Allinson

Charles E. Carpenter

Fax:     (212) 751-4864

Email:     david.allinson@lw.com

charlie.carpenter@lw.com

(b) If to CQP:

Cheniere Energy Partners, L.P.

700 Milam Street, Suite 800

Houston, TX 77002

Attn:    Meg A. Gentle

Fax:    (713) 375-6276

Email: meg.gentle@cheniere.com

with a copy to:

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, TX 77002

Attn:    David Buck

Meredith Mouer

Fax:     (713) 238-7409

Email:     davidbuck@andrewskurth.com

meredithmouer@andrewskurth.com

(c) If to CEI:

Cheniere Energy, Inc

700 Milam Street, Suite 800

Houston, TX 77002

Attn:    Meg A. Gentle

Fax:    (713) 325-6276

Email: meg.gentle@cheniere.com

with a copy to:

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, TX 77002

Attn:    David Buck

Meredith Mouer

Fax:     (713) 238-7409

Email:     davidbuck@andrewskurth.com

meredithmouer@andrewskurth.com

or to such other address as CQP or the Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) upon actual receipt if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; (iii) when receipt is acknowledged, if sent by facsimile; (iv) upon confirmation of receipt of delivery, if sent by email; and (v) upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 9.05 Removal of Legend.

(a) Subject to the Investors' Agreement, the Purchaser may request CQP to remove the legend set forth in Section 5.06(d) from the certificates evidencing the Purchased Units by submitting to CQP such certificates, together with an opinion of counsel to the effect that such legend is no longer required under the Securities Act or applicable state Laws as the case may be, as CQP may request; provided , however , that no opinion of counsel shall be required if the Purchaser is effecting a sale of Purchased Units pursuant to Rule 144 under the Securities Act (and the Purchaser

delivers a Rule 144 Representation Letter to CQP) or the Conversion Units have been registered under the Securities Act pursuant to an effective registration statement. CQP shall cooperate with the Purchaser to effect removal of such legend.

(b) Certificates evidencing Conversion Units shall not contain any legend (including the legend set forth in Section 5.06(d) ), (i) while a registration statement covering the resale of such security is effective under the Securities Act and the Purchaser delivers to CQP a representation letter agreeing that such Conversion Units will be sold under such effective registration statement, or (ii) following any sale of such Conversion Units pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).

Section 9.06 Entire Agreement.

This Agreement, the other Basic Documents and the other agreements and documents referred to herein and therein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the other Basic Documents with respect to the rights granted by CQP or any of its Affiliates or the Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Basic Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 9.07 Governing Law; Submission to Jurisdiction.

This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of Laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 9.08 Waiver of Jury Trial.

EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION

(i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 9.09 Specific Performance.

The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform the provisions of this Agreement in accordance with their specified terms or otherwise breach such provisions. It is accordingly agreed that the Purchaser shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement by CQP and CEI and to enforce specifically all terms and provisions hereof, this being in addition to any other remedy to which it is entitled at Law or in equity. The parties hereto further acknowledge and agree that CQP shall be entitled to an injunction, specific performance and other equitable relief only to enforce specifically the terms and provisions of, and to prevent breaches of, Section 6.04 by the Purchaser and not with respect to any other Sections hereof. Subject to the limitations set forth in this Section 9.09 , each party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief permitted by this Section 9.09 immediately preceding sentence on the basis that the party seeking such injunction, specific performance or other equitable relief has an adequate remedy at Law.

Section 9.10 Third Party Beneficiaries

This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns. None of the provisions of this Agreement, whether express or implied, shall be construed to give any Person, other than the parties or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement; provided , however , that (i) the Purchaser Related Parties shall be third party beneficiaries for the purposes of Section 7.01 and Section 7.02 and (ii) CQP Related Parties shall be third party beneficiaries for the purposes of Section 7.03 .

Section 9.11 Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 9.12 Terminated Agreements

Effective as of the date of this Agreement, that certain (a) Summary Term Sheet, dated as of February 25, 2012, and letter agreement, dated March 19, 2012, each among CEI, CQP, Blackstone Capital Partners VI L.P. and Blackstone Energy Partners L.P. and (b) Confidentiality Agreement, including the binding provisions thereof, are hereby terminated and of no further force and effect. Blackstone Capital Partners VI L.P. and Blackstone Energy Partners L.P. shall be third party beneficiaries of this Section 9.12 .

[ Remainder of Page Left Intentionally Blank ]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

[ Signature Page to Unit Purchase Agreement ]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

[ Signature Page to Unit Purchase Agreement ]

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

CHENIERE ENERGY PARTNERS, L.P.