Exhibit 25.1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM T-1
 


STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)  [  ]
 


The Bank of New York Mellon
(Exact name of trustee as specified in its charter)
 


New York
 
13-5160382
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
 
(I.R.S. Employer
Identification No.)
     
One Wall Street
New York, New York
 
10286
(Address of principal executive offices)
 
(Zip code)

Legal Department
The Bank of New York Mellon
One Wall Street, 15th Floor
New York, NY 10286
(212) 635-1270
(Name, address and telephone number of agent for service)
Cheniere Energy Partners, L.P.
(Exact name of obligor as specified in its charter)

Delaware
 
20-5913059
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

700 Milam Street, Suite 800
Houston, Texas
 
 
77002
(Address of principal executive offices)
 
(Zip code)


Senior Debt Securities
(Title of the indenture securities)
 

 


 
 
 

 
 
 
Item 1.   General Information.

Furnish the following information as to the Trustee:

(a)           Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the
 
One State Street, New York, N.Y. 10004-1417
State of New York
 
and Albany, N.Y. 12223
Federal Reserve Bank of New York
 
33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation
 
550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association
 
New York, N.Y. 10005

(b)           Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16.   List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

 
1.
-
A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

 
4.
-
A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 with Registration Statement No. 333-155238.)

 
6.
-
The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152856.)

 
7.
-
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 
 

 

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of August, 2010.


  THE BANK OF NEW YORK MELLON  
       
 
By:
/s/ Beata Harvin  
    Name: Beata Harvin  
    Title:   Vice President   
       
                            
 



 
 

 
EXHIBIT 7
(Page i of iii)

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2010, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

   
Dollar Amounts
 
ASSETS
 
In Thousands
 
Cash and balances due from depository institutions:
     
Noninterest-bearing balances and currency and coin
  $ 2,894,000  
Interest-bearing balances
    70,096,000  
Securities:
       
Held-to-maturity securities
    3,740,000  
Available-for-sale securities
    47,179,000  
Federal funds sold and securities purchased under agreements to resell
       
Federal funds sold in domestic offices
    1,000  
Securities purchased under agreements to resell
    1,090,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    22,000  
Loans and leases, net of unearned income
    25,167,000  
LESS: Allowance for loan and lease losses
    525,000  
Loans and leases, net of unearned income and allowance
    24,642,000  
Trading Assets
    6,020,000  
Premises and fixed assets (including capitalized leases)
    1,025,000  
Other real estate owned
    6,000  
Investments in unconsolidated subsidiaries and associated companies
    883,000  
Not applicable
       
Intangible assets:
       
Goodwill
    4,897,000  
Other intangible assets
    1,403,000  
Other assets
    12,096,000  
Total assets
  $ 175,994,000  



 
 

 
EXHIBIT 7
(Page ii of iii)



LIABILITIES
       
Deposits:
       
In domestic offices
 
$
67,709,000
 
Noninterest-bearing
   
39,261,000
 
Interest-bearing
   
28,448,000
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
   
72,585,000
 
Noninterest-bearing
   
2,240,000
 
Interest-bearing
   
70,345,000
 
Federal funds purchased and securities sold under agreements to repurchase
       
Federal funds purchased in domestic offices
   
2,906,000
 
Securities sold under agreements to repurchase
   
12,000
 
Trading liabilities
   
7,528,000
 
Other borrowed money:
       
(includes mortgage indebtedness and obligations under capitalized leases)
   
1,619,000
 
Not applicable
       
Not applicable
       
Subordinated notes and debentures
   
3,490,000
 
Other liabilities
   
5,096,000
 
Total liabilities
 
$
160,945,000
 
Not applicable
       
         
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
   
0
 
Common stock
   
1,135,000
 
Surplus (exclude all surplus related to preferred stock)
   
8,545,000
 
Retained earnings
   
6,215,000
 
Accumulated other comprehensive income
   
(1,208,000
 )
Other equity capital components
   
0
 
Total bank equity capital
   
14,687,000
 
Noncontrolling (minority) interests in consolidated subsidiaries
   
362,000
 
Total equity capital
   
15,049,000
 
Total liabilities, minority interest, and equity capital
 
$
175,994,000
 


 
 

 
EXHIBIT 7
(Page iii of iii)

 
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
 
 
 
Thomas P. Gibbons,  
    Chief Financial Officer  

 
           We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
 
Gerald L. Hassell
Steven G. Elliott
Robert P. Kelly
 
Directors