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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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333-192373
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27-3235920
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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700 Milam Street, Suite 1900
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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SABINE PASS LIQUEFACTION, LLC
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Date:
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November 9, 2015
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By:
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/s/ Michael J. Wortley
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Michael J. Wortley
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Chief Financial Officer
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(on behalf of the registrant and
as principal financial officer)
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Date:
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November 9, 2015
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By:
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/s/ Leonard Travis
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Leonard Travis
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Chief Accounting Officer
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(on behalf of the registrant and
as principal accounting officer)
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Exhibit No.
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Description
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10.1ƒ
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Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00019 East Meter Piping Tie-ins, dated August 26, 2015
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10.2ƒ
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Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00002 Credit to EPC Contract Value for TSA Work, dated September 17, 2015
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10.3
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Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender, Société Générale, as the Common Security Trustee, and the senior lenders party thereto from time to time and for the benefit of HSBC Bank USA, National Association, ING Capital LLC, Morgan Stanley Bank, N.A. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Documentation Agents, ABN Amro Capital USA LLC, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, LTD. and Société Générale, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Syndication Agents, Industrial and Commercial Bank of China Limited, New York Branch and Lloyds Bank PLC, as Mandated Lead Arrangers, and Landesbank Baden-Württemberg, New York Branch, as Manager (Incorporated by reference to Exhibit 10.1 to the Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 11, 2015)
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10.4
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Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated August 28, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer) (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
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10.5
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Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated September 11, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.5 to Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
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10.6
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Omnibus Amendment, dated as of September 24, 2015, to the Second Amended and Restated Common Terms Agreement among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.6 to Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
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10.7*
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Amendment to Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated September 28, 2015, by and among Cheniere LNG O&M Services, LLC, Cheniere Energy Investments, LLC and Sabine Pass Liquefaction, LLC
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10.8*
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Amendment to Management Services Agreement, dated September 28, 2015, between Cheniere LNG Terminals, LLC and Sabine Pass Liquefaction, LLC
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31.1*
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Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
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31.2*
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Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
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32.1ƒƒ
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Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2ƒƒ
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INSƒ
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XBRL Instance Document
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101.SCHƒ
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XBRL Taxonomy Extension Schema Document
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101.CALƒ
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEFƒ
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LABƒ
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PREƒ
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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ƒ
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Filed with Original Filing
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ƒƒ
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Furnished with Original Filing
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A.
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O&M Services, Cheniere Energy Partners GP, LLC (the “
Initial Operator
”) and the Owner are parties to the Operation and Maintenance Agreement dated as of May 14, 2012 (“Agreement”);
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B.
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Pursuant to that certain Assignment and Assumption Agreement dated as of November 20, 2013 between the Initial Operator and the Operator, the Initial Operator assigned its right in the Agreement to the Operator and the Operator assumed the obligation of the Original Operator under the Agreement; and
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C.
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O&M Services, the Operator and the Owner desire to amend the Agreement to among other things clarify the rights and obligations of the Parties under the Agreement regarding certain defined terms all as set forth herein.
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Sabine Pass Liquefaction, LLC
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||
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Cheniere Energy Investments, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Cheniere LNG O&M Services, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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/s/ James Ball
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James Ball
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Sep 28, 2015
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/s/ Sean Klimczak
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Sean Klimczak
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Sep 28, 2015
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/s/ Phil Meier
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Phil Meier
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Sep 25, 2015
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/s/ John-Paul R. Munfa
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John-Paul R. Munfa
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Sep 28, 2015
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/s/ Michael J. Wortley
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Michael J. Wortley
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Sep 25, 2015
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A.
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Manager and Project Company are parties to the Management Services Agreement dated as of May 14, 2012 (“
Agreement
”); and
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B.
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Manager and Project Company desire to amend the Agreement to among other things clarify the rights and obligations of the Parties under the Agreement regarding certain defined terms all as set forth herein.
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Cheniere LNG Terminals, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Sabine Pass Liquefaction, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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/s/ James Ball
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James Ball
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Sep 28, 2015
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/s/ Sean Klimczak
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Sean Klimczak
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Sep 28, 2015
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/s/ Phil Meier
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Phil Meier
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Sep 25, 2015
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/s/ John-Paul R. Munfa
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John-Paul R. Munfa
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Sep 28, 2015
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/s/ Michael J. Wortley
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Michael J. Wortley
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Sep 25, 2015
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1.
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I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of Sabine Pass Liquefaction, LLC; and
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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/s/ R. Keith Teague
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R. Keith Teague
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Principal Executive Officer of
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Sabine Pass Liquefaction, LLC
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1.
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I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of Sabine Pass Liquefaction, LLC; and
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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/s/ Michael J. Wortley
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Michael J. Wortley
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Chief Financial Officer of
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Sabine Pass Liquefaction, LLC
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