Exhibit 10.1 UPA between CQP and BX

Exhibit 10.1

UNIT PURCHASE AGREEMENT

among

CHENIERE ENERGY PARTNERS, L.P.,

CHENIERE ENERGY, INC.

and

BLACKSTONE CQP HOLDCO LP

dated as of May 14, 2012



TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS		4
Section 1.01	Definitions	1
Section 1.02	Accounting Procedures and Interpretation	14
ARTICLE II AGREEMENT TO SELL AND PURCHASE		15
Section 2.01	Sale and Purchase	15
Section 2.02	Funding	15
Section 2.03	Conditions of the Parties' Obligations at the Initial Funding.	17
ARTICLE III REPRESENTATIONS AND WARRANTIES OF CQP		21
Section 3.01	Formation and Qualification; Citizenship	21
Section 3.02	Ownership of Subsidiaries	22
Section 3.03	No Other Subsidiaries.	22
Section 3.04	Authorization; Enforceability; Valid Issuance	22
Section 3.05	No Preemptive Rights; Registration Rights or Options.	23
Section 3.06	Capitalization	23
Section 3.07	No Breach	24
Section 3.08	No Approvals	24
Section 3.09	No Default	24
Section 3.10	CQP SEC Documents; CQP Financial Statements	25
Section 3.11	No Material Adverse Change	25
Section 3.12	Title to Real Property; Leases	26
Section 3.13	Insurance	27
Section 3.14	Legal Proceedings	27
Section 3.15	Employment Related Matters	28
Section 3.16	Tax Matters	28
Section 3.17	Employee Benefit Plans.	29
Section 3.18	Environmental Compliance.	29
Section 3.19	Compliance with Laws; Permits	30
Section 3.20	NYSE Amex Listing	32
Section 3.21	Investment Company	32
Section 3.22	Certain Fees	32
Section 3.23	Valid Private Placement	32
Section 3.24	Material Agreements	32
Section 3.25	Books and Records	33
Section 3.26	Foreign Corrupt Practices Act	33
Section 3.27	Office of Foreign Assets Control	34
Section 3.28	Intellectual Property	34
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CEI		34
Section 4.01	Authorization; Enforceability; Ownership	35
Section 4.02	No Breach	35
Section 4.03	CQP Arrangements	36



Section 4.04	No Material Adverse Change	36
Section 4.05	Solvency.	36
Section 4.06	CEI SEC Documents; CEI Financial Statements	36
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		37
Section 5.01	Existence	37
Section 5.02	Authorization; Enforceability	37
Section 5.03	No Breach	38
Section 5.04	No Approvals	38
Section 5.05	Certain Fees	38
Section 5.06	Unregistered Securities	38
Section 5.07	CQP Information	40
Section 5.08	Financing	40
ARTICLE VI COVENANTS		40
Section 6.01	Conduct of Business	40
Section 6.02	Use of Proceeds.	43
Section 6.03	Commercially Reasonable Efforts; Further Assurances	43
Section 6.04	Public Disclosure; Confidentiality	44
Section 6.05	CTPL Transaction, CEI Unit Purchase Agreement and CEI Subscription Agreement	46
Section 6.06	Labor Costs	46
Section 6.07	Notification of Certain Matters	46
Section 6.08	Other Proposals	47
Section 6.09	Access to Information	48
Section 6.10	Financing Cooperation	48
Section 6.11	New O&M and Management Agreements	48
ARTICLE VII INDEMNIFICATION, COSTS AND EXPENSES		49
Section 7.01	Indemnification by CEI.	49
Section 7.02	Indemnification by CQP.	51
Section 7.03	Indemnification by the Purchaser.	52
Section 7.04	Indemnification Procedures.	53
Section 7.05	Limitation of Liability.	54
Section 7.06	Other Matters.	55
ARTICLE VIII TERMINATION		55
Section 8.01	Termination	55
Section 8.02	Effect of Termination	56
Section 8.03	Expense Reimbursement	57
ARTICLE IX MISCELLANEOUS		57
Section 9.01	Interpretation	57
Section 9.02	No Waiver; Modifications in Writing	58
Section 9.03	Binding Effect; Assignment	58
Section 9.04	Communications	59
Section 9.05	Removal of Legend	60



Section 9.06	Entire Agreement	61
Section 9.07	Governing Law; Submission to Jurisdiction	61
Section 9.08	Waiver of Jury Trial	61
Section 9.09	Specific Performance	62
Section 9.10	Third Party Beneficiaries	62
Section 9.11	Execution in Counterparts	62
Section 9.12	Terminated Agreements	63



Schedule 1.01(b):	Knowledge of CQP
Schedule 2.03(b)(xi)(11):	Consent
Schedule 3.14:	Litigation
Schedule 3.15:	Exceptions to Employment Representations
Schedule 3.17(a):	Employee Benefit Plans
Schedule 3.19(b):	Permits
Schedule 3.19(c):	Exceptions to Performance under the Permits
Schedule 3.19(f):	Legal Proceeding Regarding the Permits
Schedule 3.19(g):	Exceptions to Performance under the Permits
Schedule 3.19(h):	Certain Restrictions under the Permits
Schedule 3.28:	Intellectual Property
Schedule 4.03:	CQP Arrangements
Schedule 6.01:	Exceptions to Pre-Initial Funding Covenants
Schedule 6.06:	Services Budget
Schedule 6.11:	Amended Service Agreements
Schedule 8.03:	Expense Reimbursement



Exhibit A	Form of CQP Amended Partnership Agreement
Exhibit B	Form of GP Amended LLC Agreement
Exhibit C	Form of Investors' Agreement
Exhibit D	Form of Legal Opinion of Andrews Kurth LLP
Exhibit E	Form of Legal Opinion of Richards, Layton & Finger LLP
Exhibit F	Form of Secondment Agreement Amendment
Exhibit G	Form of Letter Agreement Amendment

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 1.01Definitions.

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 1.02Accounting 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 2.01Sale 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 2.02Funding.

(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 2.03Conditions 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:


(1)	the DOE/FE Order No. 2833 issued on September 7, 2010;


(2)	the DOE/FE Order No. 2961 issued on May 20, 2011; and


(3)	the Original FERC Order; and

(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 3.01Formation 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 3.02Ownership 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 3.03No 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 3.04Authorization; 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 3.05No 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 3.06Capitalization.

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 3.07No 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 3.08No 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 3.09No 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 3.10CQP 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 3.11No 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 3.12Title 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 3.13Insurance.

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 3.14Legal 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 3.15Employment 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 3.16Tax 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 3.17Employee 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 3.18Environmental 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 3.19Compliance 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 3.20NYSE 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 3.21Investment 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 3.22Certain 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 3.23Valid 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 3.24Material 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 3.25Books 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 3.26Foreign 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 3.27Office 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 3.28Intellectual 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 4.01Authorization; 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 4.02No 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 4.03CQP 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 4.04No 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 4.05Solvency.

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 4.06CEI 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 5.01Existence.

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 5.02Authorization; 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 5.03No 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 5.04No 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 5.05Certain 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 5.06Unregistered 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 5.07CQP 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 5.08Financing

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 6.01Conduct 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 6.02Use 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 6.03Commercially 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 6.04Public 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 6.05CTPL 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 6.06Labor 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 6.07Notification 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 6.08Other 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 6.09Access 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 6.11Amended 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 7.01Indemnification 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 7.02Indemnification 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 7.03Indemnification 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 7.04Indemnification 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 7.05Limitation 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 7.06Other 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 8.01Termination.

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 8.02Effect 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 8.03Expense 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 9.01Interpretation.

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 9.02No 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 9.03Binding 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 9.04Communications.

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 9.05Removal 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 9.06Entire 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 9.07Governing 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 9.08Waiver 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 9.09Specific 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 9.10Third 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 9.11Execution 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 9.12Terminated 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.



CHENIERE ENERGY PARTNERS, L.P.

By:	Cheniere Energy Partners GP, LLC
	its general partner


By:	/s/ Meg A. Gentle
	Name:	Meg A. Gentle
	Title:	Chief Financial Officer



CHENIERE ENERGY, INC.

By:	/s/ Graham A. McArthur
	Name:	Graham A. McArthur
	Title:	Vice President and Treasurer

[Signature Page to Unit Purchase Agreement]

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



BLACKSTONE CQP HOLDCO LP

	By:	Blackstone CQP Holdco GP LLC, its
		general partner


	By:	Blackstone Management Associates VI
		L.L.C., its sole member

	By:	BMA VI L.L.C., its sole member


	By:	/s/ David I. Foley
		Name:	David I. Foley
		Title:	Senior Managing Director

[Signature Page to Unit Purchase Agreement]

Exhibit A

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

CHENIERE ENERGY PARTNERS, L.P.



TABLE OF CONTENTS
		Page
ARTICLE I DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	Construction	32
ARTICLE II ORGANIZATION
Section 2.1	Formation	32
Section 2.2	Name	32
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	33
Section 2.4	Purpose and Business	33
Section 2.5	Powers	33
Section 2.6	Power of Attorney	33
Section 2.7	Term	35
Section 2.8	Title to Partnership Assets	35
ARTICLE III RIGHTS OF LIMITED PARTNERS
Section 3.1	Limitation of Liability	36
Section 3.2	Management of Business	36
Section 3.3	Outside Activities of the Limited Partners	36
Section 3.4	Rights of Limited Partners	36
Article IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
Section 4.1	Certificates	37
Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	38
Section 4.3	Record Holders	39
Section 4.4	Transfer Generally	39
Section 4.5	Registration and Transfer of Limited Partner Interests	39
Section 4.6	Transfer of the General Partner's General Partner Interest	41
Section 4.7	Transfer of Incentive Distribution Rights	41
Section 4.8	Restrictions on Transfers	42
Section 4.9	Citizenship Certificates; Non-citizen Assignees	43
Section 4.10	Redemption of Partnership Interests of Non-citizen Assignees	44
Section 4.11	Taxation Certificates and Related Matters	46
Article V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
Section 5.1	Organizational Contributions	46
Section 5.2	Contributions by the General Partner and its Affiliates	46
Section 5.3	Contributions by Initial Limited Partners	47



Section 5.4	Interest	47
Section 5.5	Capital Accounts	48
Section 5.6	Issuances of Additional Partnership Securities	52
Section 5.7	Conversion of Subordinated Units; Cancellation	53
Section 5.8	Limited Preemptive Right	55
Section 5.9	Splits and Combinations	55
Section 5.10	Fully Paid and Non-Assessable Nature of Limited Partner Interests.	56
Section 5.11	Distribution Reserve Account	56
Section 5.12	Establishment of Class B Units.
Article VI ALLOCATIONS AND DISTRIBUTIONS
Section 6.1	Allocations for Capital Account Purposes	66
Section 6.2	Allocations for Tax Purposes	74
Section 6.3	Requirement and Characterization of Cash Distributions; Cash Distributions to Record Holders	76
Section 6.4	Distributions of Available Cash from Operating Surplus	77
Section 6.5	Distributions of Available Cash from Capital Surplus	79
Section 6.6	Adjustment of Initial Quarterly Distribution and Target Distribution Levels	79
Section 6.7	Special Provisions Relating to the Holders of Subordinated Units	80
Section 6.8	Special Provisions Relating to the Holders of Incentive Distribution Rights	81
Section 6.9	Special Provisions Relating to the Holders of Class B Units.	81
Section 6.10	Entity-Level Taxation	82
Article VII MANAGEMENT AND OPERATION OF BUSINESS
Section 7.1	Management	82
Section 7.2	Certificate of Limited Partnership	85
Section 7.3	Restrictions on the General Partner's Authority	85
Section 7.4	Reimbursement of the General Partner	86
Section 7.5	Outside Activities	87
Section 7.6	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	88
Section 7.7	Indemnification	89
Section 7.8	Liability of Indemnitees	90
Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	91
Section 7.10	Other Matters Concerning the General Partner	93
Section 7.11	Purchase or Sale of Partnership Securities	94
Section 7.12	Registration Rights of the General Partner and its Affiliates	94
Section 7.13	Reliance by Third Parties	97
Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS



Section 8.1	Records and Accounting	98
Section 8.2	Fiscal Year	98
Section 8.3	Reports	98
Article IX TAX MATTERS
Section 9.1	Tax Returns and Information	99
Section 9.2	Tax Elections	99
Section 9.3	Tax Controversies	99
Section 9.4	Withholding	100
Article X ADMISSION OF PARTNERS
Section 10.1	Admission of Initial Limited Partners	100
Section 10.2	Admission of Substituted Limited Partners	100
Section 10.3	Admission of Successor General Partner	101
Section 10.4	Admission of Additional Limited Partners	101
Section 10.5	Amendment of Agreement and Certificate of Limited Partnership	102
Article XI WITHDRAWAL OR REMOVAL OF PARTNERS
Section 11.1	Withdrawal of the General Partner	102
Section 11.2	Removal of the General Partner	104
Section 11.3	Interest of Departing General Partner and Successor General Partner	104
Section 11.4	Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages	106
Section 11.5	Withdrawal of Limited Partners	106
Article XII DISSOLUTION AND LIQUIDATION
Section 12.1	Dissolution	106
Section 12.2	Continuation of the Business of the Partnership	107
Section 12.3	Liquidator	107
Section 12.4	Liquidation	108
Section 12.5	Cancellation of Certificate of Limited Partnership	109
Section 12.6	Return of Contributions	109
Section 12.7	Waiver of Partition	109
Section 12.8	Capital Account Restoration	109
Section 12.9	Class B Conversion.	109
Article XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
Section 13.1	Amendments to be Adopted Solely by the General Partner	109
Section 13.2	Amendment Procedures	111
Section 13.3	Amendment Requirements	111
Section 13.4	Special Meetings	112
Section 13.5	Notice of a Meeting	112
Section 13.6	Record Date	113

iii



Section 13.7	Adjournment	113
Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	113
Section 13.9	Quorum and Voting	113
Section 13.10	Conduct of a Meeting	114
Section 13.11	Action Without a Meeting	114
Section 13.12	Right to Vote and Related Matters	115
Article XIV MERGER, CONSOLIDATION OR CONVERSION
Section 14.1	Authority	115
Section 14.2	Procedure for Merger, Consolidation or Conversion	116
Section 14.3	Approval by Limited Partners of Merger, Consolidation or Conversion	118
Section 14.4	Certificate of Merger; Certificate of Conversion	119
Section 14.5	Amendment of Partnership Agreement	119
Section 14.6	Effect of Merger, Consolidation or Conversion	119
Section 14.7	Business Combination Limitations	120
Article XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
Section 15.1	Right to Acquire Limited Partner Interests	120
Article XVI GENERAL PROVISIONS
Section 16.1	Addresses and Notices	122
Section 16.2	Further Action	122
Section 16.3	Binding Effect	122
Section 16.4	Integration	123
Section 16.5	Creditors	123
Section 16.6	Waiver	123
Section 16.7	Counterparts	123
Section 16.8	Applicable Law	123
Section 16.9	Invalidity of Provisions	123
Section 16.10	Consent of Partners	123
Section 16.11	Facsimile Signatures	123
Section 16.12	Third Party Beneficiaries	124

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

CHENIERE ENERGY PARTNERS, L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P., dated as of [____________], 2012, is entered into by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Limited Partners as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

ARTICLE I

DEFINITIONS


Section 1.1	Definitions.

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

“2011 EPC Contract” means that certain Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated November 11, 2011, between Sabine Pass Liquefaction and Bechtel Oil, Gas & Chemicals, Inc. as in effect on the original date of the Unit Purchase Agreement.

“Acquisition” means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or asset base of the Partnership Group from the operating capacity or asset base of the Partnership Group existing immediately prior to such transaction.

“Actual Conversion Date” has the meaning assigned to such term in Section 5.12(b)(vi)(C).

“Additional Book Basis” means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive adjustments made to such Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional Book Basis:

(a) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up Event shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.

(b) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall

be treated as Additional Book Basis; provided, however, that the amount treated as Additional Book Basis pursuant hereto as a result of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all of the Partnership's Adjusted Property after such Book-Down Event (determined without regard to the application of this clause (b) to such Book-Down Event).

“Additional Book Basis Derivative Items” means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnership's Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the “Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period.

“Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704‑2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such fiscal year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner's Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of a General Partner Unit, a Common Unit, a Class B Unit, a Subordinated Unit, an Incentive Distribution Right or any other Partnership Interest shall be the amount that such Adjusted Capital Account would be if such General Partner Unit, Common Unit, Subordinated Unit, Incentive Distribution Right or other Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such General Partner Unit, Common Unit, Class B Unit, Subordinated Unit, Incentive Distribution Right or other Partnership Interest was first issued.

“Adjusted Operating Surplus” means, with respect to any period, Operating Surplus generated with respect to such period (a) less (i) any net increase in Working Capital Borrowings with respect to such period and (ii) any net decrease in cash reserves for Operating Expenditures

with respect to such period not relating to an Operating Expenditure made with respect to such period, and (b) plus (i) any net decrease in Working Capital Borrowings with respect to such period, and (ii) any net increase in cash reserves for Operating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i) of the definition of Operating Surplus. Cash amounts held in the Distribution Reserve Account or amounts released therefrom shall not constitute Adjusted Operating Surplus.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii).

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

“Aggregate Remaining Net Positive Adjustments” means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“Agreed Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner. The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property.

“Agreement” means this Second Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P., as it may be amended, supplemented or restated from time to time.

“Applicable Funding Date” means, (i) with respect to the CEI Class B Units and the CTPL Class B Units, the CEI Class B Initial Funding Date, and (ii) with respect to the Purchaser Class B Units, the Purchaser Class B Initial Funding Date.

“Assignee” means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement and who has executed and delivered a Transfer Application, as required by this Agreement, but who has not been admitted as a Substituted Limited Partner.

“Assignment Agreement” means the Assignment Agreement, dated as of March 26, 2007, between O&M Services, the General Partner and Sabine Pass LNG.

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:

(a) the sum of (i) all cash and cash equivalents of the Partnership Group (or the Partnership's proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, (ii) all additional cash and cash equivalents of the Partnership Group (or the Partnership's proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter and (iii) the amount in the Distribution Reserve Account equal to the sum of the Initial Quarterly Distribution times the number of Outstanding Common Units and Outstanding General Partner Units on the Record Date for such Quarter (or, for the Quarter in which the closing of the Initial Public Offering occurs, such amount multiplied by a fraction, of which the numerator is the number of days in the period from the closing of the Initial Public Offering through the end of such Quarter and of which the denominator is the number of days in such Quarter) but only to the extent such amounts are necessary to make distributions pursuant to Section 6.4(a)(i) and Section 6.4(a)(ii) for such Quarter, less

(b) the amount of any cash reserves (or the Partnership's proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) established by the General Partner to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures, for anticipated future credit needs of the Partnership Group and for refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing relating to FERC rate proceedings) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or Section 6.5 in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash reserves pursuant to clause (iii) above if the effect of such reserves would be that the Partnership is unable to distribute the Initial Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed, for purposes of determining Available Cash, to have been made, established, increased or reduced within such Quarter if the General Partner so determines.

Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

“Basic Documents” has the meaning assigned to such term in the Unit Purchase Agreement.

“Board of Directors” means, with respect to the General Partner, its board of directors or managers, as applicable, if a corporation or limited liability company. If any successor General Partner is a limited partnership, and its general partner is a corporation or limited liability company, the “Board of Directors” shall mean the board of directors or board of managers of the general partner of the General Partner.

“Book Basis Derivative Items” means any item of income, deduction, gain or loss included in the determination of Net Income or Net Loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

“Book-Down Event” means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

“Book-Tax Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner's share of the Partnership's Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner's Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner's Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

“Book-Up Event” means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

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

“Capital Account” means the capital account maintained for a Partner pursuant to Section 5.5. The “Capital Account” of a Partner in respect of a General Partner Unit, a Common Unit, a Class B Unit, a Subordinated Unit, an Incentive Distribution Right or any other Partnership Interest shall be the amount that such Capital Account would be if such General Partner Unit, Common Unit, Class B Unit, Subordinated Unit, Incentive Distribution Right or other Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such General Partner Unit, Common Unit, Class B Unit, Subordinated Unit, Incentive Distribution Right or other Partnership Interest was first issued.

“Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property (which, in the case of a Capital Contribution by the General Partner pursuant to Section 5.2(b) may include Units (other than General Partner Units and Subordinated Units) owned by the General Partner) that a Partner contributes to the Partnership.

“Capital Improvement” means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition of existing, or the construction of new, capital assets (including pipelines, gathering lines, liquefaction facilities, regasification facilities, processing plants, LNG carriers, docks, terminals, truck racks, pipeline compression facilities, tankage and other storage, gathering and distribution facilities and related or similar assets) or (c) capital contribution by a Group Member to a Person that is not a Subsidiary in which a Group Member has an equity interest, to fund the Group Member's pro rata share of the cost of the acquisition of existing, or the construction of new, capital assets (including pipelines, gathering lines, liquefaction facilities, regasification facilities, processing plants, LNG carriers, docks, terminals, truck racks, pipeline compression facilities, tankage and other storage, gathering and distribution facilities and related or similar assets), in each case if such addition, improvement, acquisition or construction is made to increase the operating capacity or asset base of the Partnership Group, in the case of clauses (a) and (b), or such Person, in the case of clause (c), from the operating capacity or asset base of the Partnership Group or such Person, as the case may be, immediately prior to such addition, improvement, acquisition or construction; provided, however, that to the extent any such addition, improvement, acquisition or construction is made solely for investment purposes it shall not constitute a Capital Improvement under this Agreement.

“Capital Surplus” has the meaning assigned to such term in Section 6.3(a).

“Carrying Value” means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners' and Assignees' Capital Accounts in respect of such Contributed Property, and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Section 5.5(d)(i) and Section 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

“CEI” means Cheniere Energy, Inc.

“CEI Class B Initial Funding Date” means the Initial Funding Date of CEI under the CEI Unit Purchase Agreement.

“CEI Class B Units” means up to 33,333,334 Class B Units issued to the CEI Holder on the CEI Class B Initial Funding Date pursuant to the CEI Unit Purchase Agreement.

“CEI Holder” means the General Partner or one or more of its Affiliates.

“CEI Subscription Agreement” means that certain subscription agreement described in the Unit Purchase Agreement whereby the CEI Holder has acquired the CTPL Class B Units.

“CEI Unit Purchase Agreement” means the unit purchase agreement described in the Unit Purchase Agreement whereby the CEI Holder has acquired the CEI Class B Units.

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

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

“Cheniere LNG Holdings” means Cheniere LNG Holdings, LLC, a Delaware limited liability company.

“Cheniere Marketing” means Cheniere Marketing, LLC, a Delaware limited liability company.

“Citizenship Certification” means a properly completed certificate in such form as may be specified by the General Partner by which an Assignee or a Limited Partner certifies that such Assignee or Limited Partner (and if such Assignee or Limited Partner is a nominee holding for the account of another Person, that to the best of such Assignee's or Limited Partner's knowledge such other Person) is an Eligible Citizen.

“Claim” has the meaning assigned to such term in Section 7.12(d).

“Class B Accrual Date” has the meaning assigned to such term in Section 5.12(b)(ii)(A).

“Class B Accrual Rate” means an amount equal to 3.5%.

¹ If the Partnership and CEI determine to pre-fund notice to proceed by issuance of Class B Units, the Partnership, CEI and the Purchaser agree: (i) to enter into an interim amendment to the existing partnership agreement, (ii) to revise this Agreement accordingly and (iii) if CEI pre-funds at least $167,000,000, then all of the CEI Class B Units shall begin to accrue on the date of such pre-funding.

“Class B Conversion Notice” has the meaning assigned to such term in Section 5.12(b)(vi)(C).

“Class B Conversion Notice Date” has the meaning assigned to such term in Section 5.12(b)(vi)(C).

“Class B Conversion Price” means an amount equal to $15.00 per Class B Unit (as adjusted for splits and combinations).

“Class B Conversion Value” means, with respect to each Class B Unit as of the date of such determination, an amount equal to the Class B Issue Price, as increased or adjusted pursuant to Section 5.12.

“Class B Debt Lower Adjustment Factor” has the meaning assigned to such term in Section 5.12(b)(ix).

“Class B Debt Upper Adjustment Factor” has the meaning assigned to such term in Section 5.12(b)(ix).

“Class B Dilutive Issuance” means the issuance after ______, 2012 of any Equity Securities in one or more transactions in connection with the completion of Train 1, Train 2, Train 3 or Train 4 to the extent exceeding 25,500,000 Common Unit Equivalents and associated General Partner Units in the aggregate; provided, however, that the following shall be excluded from the foregoing determination: (a) the issuance of Common Units upon the conversion of the Class B Units; (b) adjustments pursuant to Section 5.12(b)(ix); (c) the issuance of (1) Units pursuant to the Unit Purchase Agreement, (2) the CEI Class B Units and (3) the CTPL Class B Units; and (d) any issuances from the Partnership's equity incentive plans in effect from time to time for the benefit of the members of the Board of Directors.

“Class B Issue Price” means $15.00 per Class B Unit (as adjusted for splits and combinations).

“Class B Non-Converted Liquidation Accrual” means an amount per Class B Unit equal to the Class B Issue Price multiplied annually by 8.5% during the period commencing on the Applicable Funding Date and ending on the Liquidation Date, adjusted in a manner consistent with Section 5.12(b)(ix).

“Class B Quarterly Accrual” has the meaning assigned to such term in Section 5.12(b)(ii).

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

“Closing Date” means the first date on which Common Units were issued and sold by the Partnership to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“Closing Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or, in case no such sale takes place

on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal National Securities Exchange on which the respective Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

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

“Combined Interest” has the meaning assigned to such term in Section 11.3(a).

“Commences Commercial Service” means the date upon which a Capital Improvement is first put into commercial service following construction and testing.

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

“Commodity Hedge Contract” means any commodity exchange, swap, forward, cap, floor collar or other similar agreement or arrangement entered into for the purpose of reducing the exposure of the Partnership Group to fluctuations in the price of hydrocarbons (including liquefied natural gas or liquefied petroleum gas) in their operations and not for speculative purposes.

“Common Unit” means a Unit representing a fractional part of the Partnership Interests of all Limited Partners and Assignees having the rights and obligations specified with respect to Common Units in this Agreement. The term “Common Unit” does not include a Class B Unit or a Subordinated Unit prior to its conversion into a Common Unit pursuant to the terms hereof.

“Common Unit Arrearage” means, with respect to any Common Unit, whenever issued, as to any Quarter within the Subordination Period, the excess, if any, of (a) the Initial Quarterly Distribution with respect to a Common Unit in respect of such Quarter over (b) the sum of all Available Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section 6.4(a)(i).

“Common Unit Equivalent” means any of (x) a Common Unit (y), in the case of an issuance of an Equity Security exercisable, exchangeable, or convertible into a Common Unit, the equivalent number of Common Units for which such other issuance of Equity Securities is exercisable, exchangeable or convertible into, on an accreted and Fully Diluted Basis and (z) in the case of any Equity Securities other than those contemplated by the preceding clauses (x) and (y), the number

of Common Units with the same value as such Equity Securities, as such value is determined by the Board of Directors in good faith at the time of issuance of such Equity Securities. If the Common Unit Equivalent has a paid-in-kind or accreting conversion feature, then the number of Common Unit Equivalents shall be increased to take into account the number of Common Units (or other Equity Securities) that could be issued, exchanged for or converted into such Common Unit Equivalent based upon the forecast presented to the Board of Directors in connection with approving the issuance of such Common Unit Equivalents.

“Conflicts Committee” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors, each of whom (a) is not a security holder, officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner, (c) is not a holder of any ownership interest in the Partnership Group other than Common Units or any other class of Limited Partner Units then listed for trading on any National Securities Exchange and (d) meets the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by any National Securities Exchange on which the Common Units are listed or admitted to trading.

“Contracted Adjusted Operating Surplus” shall mean the amount of Adjusted Operating Surplus derived solely from LNG Sale and Purchase Agreements and terminal use agreements, in each case, with a minimum term of three years with counterparties who are not Affiliates of CEI. The calculation excludes revenues and expenses attributable to the portion of payments made under the LNG Sale and Purchase Agreements related to the final settlement price for the New York Mercantile Exchange's Henry Hub natural gas futures contract for the month in which the relevant cargo's delivery window is scheduled.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

“Contribution Agreement” means that certain Contribution and Conveyance Agreement dated as of the Closing Date, among the Partnership, the General Partner and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

“Converted Class B Unit” means a Common Unit resulting from the conversion of a Class B Unit pursuant to Section 5.12(b)(vi).

“Crest Royalty Agreement” means the assumption, assignment and indemnity agreement, dated as of the Closing Date, among the Partnership, the General Partner, Cheniere LNG Holdings and Cheniere Energy, Inc.

“CTPL Class B Units” means the 12 million Class B Units issued by the Partnership to Cheniere LNG Terminals, Inc. or an Affiliate thereof pursuant to the CEI Subscription Agreement.

“CTPL Expenditures” means cash expenditures (including expenditures for the acquisition, addition or improvement to CTPL) if such expenditures are made to acquire, own, operate, or maintain, including over the long term, the operating capacity of CTPL prior to the Date of First Commercial Delivery, including, but not limited to, taxes, payments to the General Partner in reimbursement of expenses incurred by the General Partner on behalf of the Partnership Group, repayment of Working Capital Borrowings, debt service payments and interest payments.

“Cumulative Common Unit Arrearage” means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the excess, if any, of (a) the sum resulting from adding together the Common Unit Arrearage as to an Initial Common Unit for each of the Quarters within the Subordination Period ending on or before the last day of such Quarter over (b) the sum of any distributions theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of Section 6.5 with respect to an Initial Common Unit (including any distributions to be made in respect of the last of such Quarters).

“Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xii).

“Current Market Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“Date of First Commercial Delivery” has the meaning set forth in the LNG Sale and Purchase Agreement, dated November 21, 2011, between Sabine Pass Liquefaction and Gas Natural Aprovisionamientos SDG S.A.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.

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

“DGCL” has the meaning set forth in Section 14.7 of this Agreement.

“Distribution Reserve Account” has the meaning assigned to such term in Section 5.11(a).

“Distribution Reserve Period Termination Date” means the date of distribution of Available Cash for the Quarter ending June 30, 2009.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Electing Party” has the meaning set forth in Section 5.12(b)(vii)(B) of this Agreement.

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

“Eligible Investments” means

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities);

(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper or tax exempt obligations having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within one year after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute cash equivalents of the kinds described in clauses (1) through (5) of this definition or a money market fund or a qualified investment fund given one of the two highest long-term ratings available from S&P or Moody's.

“Employee Benefit Plans” means any qualified or non-qualified plan of deferred compensation or other arrangement (whether or not covered by ERISA), plan or agreement providing compensation or incentives to current, future or retired officers, directors, employees or consultants for the performance of services.

“EPC Notice to Proceed” shall mean the Notice to Proceed issued under the 2011 EPC Contract.

“Equity Security” means any security or other instrument that has an option, right, warrant

or appreciation right (including any phantom equity or any other instrument or obligation of the Partnership) which is based upon the value or performance of the Partnership. Equity Security includes any Unit and any interest junior, pari passu or senior to any such Unit. Whether any type of interest constitutes an Equity Security shall be determined in the good faith determination of the Board of Directors.

“Equity Securities Notice” has the meaning assigned to such term in Section 5.12(b)(vii)(A).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor law, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder.

“Estimated Incremental Quarterly Tax Amount” has the meaning assigned to such term in Section 6.10.

“Event of Withdrawal” has the meaning assigned to such term in Section 11.1(a).

“Expansion Capital Expenditures” means cash expenditures for Acquisitions or Capital Improvements. Expansion Capital Expenditures shall not include Maintenance Capital Expenditures or Investment Capital Expenditures. Expansion Capital Expenditures shall include interest (and related fees) on debt incurred and distributions on equity issued, in each case, to finance the construction or development of a Capital Improvement and paid during the period beginning on the date that the Partnership enters into a binding commitment to commence construction or development of a Capital Improvement and ending on the earlier to occur of the date that such Capital Improvement Commences Commercial Service and the date that such Capital Improvement is abandoned or disposed of. Debt incurred or equity issued to fund such construction period interest payments or such construction period distributions on equity paid during such period, shall also be deemed to be debt or equity, as the case may be, issued to finance the construction or development of a Capital Improvement.

“FERC” means the Federal Energy Regulatory Commission.

“Final Subordinated Units” has the meaning assigned to such term in Section 6.1(d)(xi).

“First Liquidation Target Amount” has the meaning assigned to such term in Section 6.1(c)(i)(D).

“First Target Distribution” means $0.489 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurred, it means the product of $0.489 multiplied by a fraction, of which the numerator is the number of days in such period, and of which the denominator is the number of days in such Quarter), subject to adjustment in accordance with the definition of Initial Quarterly Distribution and Section 6.6 and Section 6.10.

“Fully Diluted Basis” means, when calculating the number of Outstanding Units for any

period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or the Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the excess, if positive, of (i) the number of Units issuable upon such conversion, exercise or exchange over (ii) the number of Units that such consideration would purchase at the Current Market Price.

“General Partner” means Cheniere Energy Partners GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).

“General Partner Interest” means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it), which is evidenced by General Partner Units, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

“General Partner Preemptive Share” is an amount of Partnership Securities to which the CEI Holder is entitled pursuant to Section 5.8; provided, however, that if the purchase price for the Partnership Securities is less than $10.00 per Common Unit (or below such amount for the Common Unit Equivalent)(as adjusted for splits and combinations), then the Outstanding Subordinated Units shall not be included in such calculation.

“General Partner Unit” means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

“Governmental Authority” has the meaning set forth in the Unit Purchase Agreement.

“GP LLC Agreement” means that certain Third Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of [______], 2012, as amended, restated or otherwise modified from time to time.

“Group” means a Person that with or through any of its Affiliates or Associates has any agreement, contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“Group Member” means a member of the Partnership Group.

“Group Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Holder” as used in Section 7.12, has the meaning assigned to such term in Section 7.12(a).

“Incentive Distribution Right” means a non-voting Limited Partner Interest issued to the General Partner in connection with the transactions contemplated pursuant to the Contribution Agreement, which Limited Partner Interest will confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law.

“Incentive Distributions” means any amount of cash distributed to the holders of the Incentive Distribution Rights pursuant to Section 6.4(a)(v), Section 6.4(a)(vi) and Section 6.4(a)(vii), Section 6.4(b)(iii), Section 6.4(b)(iv) and Section 6.4(b)(v).

“Incremental Income Taxes” has the meaning assigned to such term in Section 6.10.

“Indemnified Persons” has the meaning assigned to such term in Section 7.12(d).

“Indemnitee” means (a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a member, manager, partner, director, officer, fiduciary or trustee of any Group Member (other than any Person who is or was a Limited Partner of the Partnership in such Person's capacity as such), the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any Affiliate of the General Partner or any Departing General Partner as an officer, director, member, manager,

partner, fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement.

“Ineligible Holder” has the meaning assigned to such term in Section 4.11.

“Initial Common Unit” means a Common Unit sold in the Initial Public Offering.

“Initial Limited Partners” means Cheniere LNG Holdings, the General Partner (with respect to the Incentive Distribution Rights received by it pursuant to Section 5.2(a)), and the Underwriters upon issuance by the Partnership of Common Units as described in Section 5.3 in connection with the Initial Public Offering.

“Initial Public Offering” means the initial public offering and sale of Common Units to the public, as described in the Registration Statement.

“Initial Quarterly Distribution” means $0.425 per Unit per Quarter (or with respect to the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurred, it means the product of $0.425 multiplied by a fraction of which the numerator is the number of days in such period and of which the denominator is the number of days in such Quarter), subject to adjustment in accordance with Section 6.6 and Section 6.10.

“Initial Unit Price” means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price per Common Unit at which the Underwriters offered the Common Units for sale to the public as set forth on the cover page of the prospectus included as part of the Registration Statement and first issued at or after the time the Registration Statement first became effective; or (b) with respect to any other class or series of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the General Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of Units.

“Interim Capital Transactions” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) sales of equity interests of any Group Member (excluding any such sales to the extent the proceeds thereof are placed in the Distribution Reserve Account); (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements; (d) the termination of Commodity Hedge Contracts or interest rate swap agreements prior to the termination date otherwise specified therein; (e) capital contributions received; and (f) corporate reorganizations or restructurings.

“Investment Capital Expenditures” means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.

“Investor” has the meaning assigned to such term in the Investors' and Registration Rights Agreement.

“Investor Approval Period” has the meaning assigned to such term in the Investors' and Registration Rights Agreement.

“Investors' and Registration Rights Agreement” means that certain Investors' and Registration Rights Agreement, dated as of [__________], 2012, among Cheniere Energy, Inc., the General Partner, the Partnership, Cheniere LNG Terminals, Inc. or an Affiliate thereof, Blackstone CQP HoldCo LP and the other Investors named therein, as amended from time to time.

“Issue Price” means the price at which a Unit is purchased from the Partnership, after taking into account any sales commission or underwriting discount charged to the Partnership and after taking into account any other form of discount with respect to the price at which a Unit is purchased from the Partnership; provided, however, that in the case of the Class B Units, the Issue Price shall be the Class B Issue Price.

“Letter Agreement” means that certain letter agreement, dated as of November 9, 2006, among Sabine Pass LNG, Cheniere Marketing and Cheniere LNG, Inc. regarding the J&S Cheniere S.A. Option Agreement.

“Limited Partner” means, unless the context otherwise requires, (a) the Organizational Limited Partner prior to its withdrawal from the Partnership, each Initial Limited Partner, each Substituted Limited Partner, each Additional Limited Partner and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3(b), in each case, in such Person's capacity as a limited partner of the Partnership or (b) solely for purposes of Article Article V, Article VI, Article VII, Article IX and Article XII, each Assignee; provided, however, that when the term “Limited Partner” is used herein in the context of any vote or other approval, including Article Article XIII and Article XIV, such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right (solely with respect to its Incentive Distribution Rights and not with respect to any other Limited Partner Interest held by such Person) except as may otherwise be required by law.

“Limited Partner Interest” means the ownership interest of a Limited Partner or Assignee in the Partnership, which may be evidenced by Common Units, Class B Units, Subordinated Units, Incentive Distribution Rights or other Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner or Assignee is entitled as provided in this Agreement, together with all obligations of such Limited Partner or Assignee to comply with the terms and provisions of this Agreement; provided, however, that when the term “Limited Partner Interest” is used herein in the context of any vote or other approval, including Articles XIII and XIV, such term shall not, solely for such purpose, include any Incentive Distribution Right except as may be required by law.

“Limited Partner Unit” means each of the Common Units, Class B Units, Subordinated Units and other Units representing fractional parts of the Partnership Interests of all Limited Partners and Assignees (but shall not include the Incentive Distribution Rights).

“Liquidation Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

“Liquidator” means one or more Persons selected by the General Partner, pursuant to Section 12.3, to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

“LNG” means liquefied natural gas.

“LNG Sale and Purchase Agreements” means agreements under which customers have committed to purchase quantities of LNG.

“Maintenance Capital Expenditures” means cash expenditures (including expenditures for the addition or improvement to the asset base owned by any Group Member or for the acquisition of existing, or the construction or development of new, capital assets) if such expenditures are made to maintain, including over the long term, the operating capacity or asset base of the Partnership Group. Maintenance Capital Expenditures shall not include (a) Expansion Capital Expenditures or (b) Investment Capital Expenditures. Maintenance Capital Expenditures shall include interest (and related fees) on debt incurred and distributions on equity issued, in each case, to finance the construction or development of a replacement asset and paid during the period beginning on the date that the Partnership enters into a binding obligation to commence constructing or developing a replacement asset and ending on the earlier to occur of the date that such replacement asset Commences Commercial Service and the date that such replacement asset is abandoned or disposed of. Debt incurred to pay or equity issued to fund construction or development period interest payments, or such construction or development period distributions on equity, shall also be deemed to be debt incurred or equity, as the case may be, issued to finance the construction or development of a replacement asset.

“Management Services Agreements” means, collectively, the Management Services Agreement, dated February 25, 2006, between Sabine Pass LNG and Sabine Pass LNG-GP, Inc. and the Management Services Agreement, dated September 1, 2006, between Sabine Pass LNG‑GP, Inc. and Cheniere LNG Terminals, Inc.

“Mandatory Conversion Date” has the meaning assigned to such term in Section 5.12(b)(vi)(A).

“Measurement Date” means October 1, 2014.

“Merger Agreement” has the meaning assigned to such term in Section 14.1.

“MMBtu” means million British thermal units.

“Moody's” means Moody's Investors Services, Inc.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act, and any successor to such statute.

“Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property distributed to a Partner or Assignee by the Partnership, the Partnership's Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any indebtedness either assumed by such Partner or Assignee upon such distribution or to which such property is subject at the time of distribution, in either case, as determined under Section 752 of the Code.

“Net Income” means, for any taxable year, the excess, if any, of the Partnership's items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year over the Partnership's items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 5.12(b)(iv) or Section 6.1(d) or; provided, that the determination of the items that have been specially allocated under Section 6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

“Net Loss” means, for any taxable year, the excess, if any, of the Partnership's items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year over the Partnership's items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided, that the determination of the items that have been specially allocated under Section 6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

“Net Positive Adjustments” means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

“Net Termination Gain” means, for any taxable year, the sum, if positive, of all items of income, gain, loss or deduction recognized by the Partnership (i) after the Liquidation Date and (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership in a single transaction or a series of related transactions. The items included in the determination of Net Termination Gain shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

“Net Termination Loss” means, for any taxable year, the sum, if negative, of all items of income, gain, loss or deduction recognized by the Partnership (i) after the Liquidation Date and (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership in a single transaction or a series of related transactions. The items included in the determination of Net Termination Loss shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

“Non-citizen Assignee” means a Person whom the General Partner has determined does not constitute an Eligible Citizen and as to whose Partnership Interest the General Partner has become the Substituted Limited Partner, pursuant to Section 4.9.

“Nonrecourse Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b)(i)(A), Section 6.2(b)(ii)(A) and Section 6.2(b)(iii) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752‑1(a)(2).

“Notice of Election to Purchase” has the meaning assigned to such term in Section 15.1(b).

“O&M Agreement” means the Operation and Maintenance Agreement, dated February 25, 2005, between O&M Services and Sabine Pass LNG.

“O&M Services” means Cheniere LNG O&M Services, L.P., a Delaware limited partnership.

“Operating Expenditures” means all Partnership Group expenditures (or the Partnership's proportionate share of expenditures in the case of Subsidiaries that are not wholly owned), including, but not limited to, taxes, payments to the General Partner in reimbursement of expenses incurred by the General Partner on behalf of the Partnership Group, non-Pro Rata repurchases of Units, repayment of Working Capital Borrowings, debt service payments, interest payments, payments made in the ordinary course of business under Commodity Hedge Contracts (excluding payments made in connection with any termination of a Commodity Hedge Contract prior to its stated expiration or termination date), provided that with respect to amounts paid in connection with the initial purchase or placing of a Commodity Hedge Contract, such amount(s) shall be amortized over the expected term of the applicable Commodity Hedge Contract and, if earlier, upon its termination, and Maintenance Capital Expenditures, subject to the following:

(a) repayment of Working Capital Borrowings deducted from Operating Surplus pursuant to clause (b)(iii) of the definition of Operating Surplus shall not constitute Operating Expenditures when actually repaid;

(b) payments (including prepayments) of principal of and premium on indebtedness other than Working Capital Borrowings shall not constitute Operating Expenditures; and

(c) Operating Expenditures shall not include (i) Expansion Capital Expenditures, (ii) Investment Capital Expenditures, (iii) payment of transaction expenses (including taxes) relating to Interim Capital Transactions, (iv) distributions to Partners, (v) non-Pro Rata repurchases of Units of any class made with the proceeds of an Interim Capital Transaction or (vi) CTPL Expenditures. Where capital expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner, with the concurrence of the Conflicts Committee, shall determine the allocation between the amounts paid for each.

“Operating Surplus” means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without duplication,

(a) the sum of (i) $30 million, (ii) all cash receipts of the Partnership Group (or the Partnership's proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned) for the period beginning on the Closing Date and ending on the last day of such period, but excluding cash receipts from Interim Capital Transactions, (iii) all cash receipts of the Partnership Group (or the Partnership's proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned) after the end of such period but on or before the date of determination of Operating Surplus with respect to such period resulting from Working Capital Borrowings, (iv) all cash distributions from the Distribution Reserve Account, including cash in the Distribution Reserve Account released in accordance with Section 5.11(d) and Section 5.11(e), and (v) the amount of distributions paid on equity issued in connection with the construction or development of a Capital Improvement or replacement assets and paid during the period beginning on the date that the Partnership enters into a binding commitment to commence construction or development of such Capital Improvement or replacement asset and ending on the earlier to occur of the date that such Capital Improvement or replacement asset Commences Commercial Service and the date that it is abandoned or disposed of (equity issued to fund the construction period interest payments on debt incurred (including periodic net payments under related interest rate swap agreements), or construction period distributions on equity issued, to finance the construction of a Capital Improvement or replacement asset shall also be deemed to be equity issued to finance the construction or development of a Capital Improvement or replacement asset for purposes of this clause (v)), less

(b) the sum of (i) Operating Expenditures for the period beginning on the Closing Date and ending on the last day of such period, (ii) subject to Section 5.11(b), the amount of cash reserves (or the Partnership's proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) established by the General Partner to provide funds

for future Operating Expenditures and (iii) all Working Capital Borrowings not repaid within twelve months after having been incurred or repaid within such twelve-month period with the proceeds of additional Working Capital Borrowings;

provided, however, that disbursements made (including contributions to a Group Member or disbursements on behalf of a Group Member) or cash reserves established, increased or reduced after the end of such period but on or before the date of determination of Available Cash with respect to such period shall be deemed to have been made, established, increased or reduced, for purposes of determining Operating Surplus, within such period if the General Partner so determines.

Notwithstanding the foregoing, “Operating Surplus” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

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

“Optional Conversion Date” has the meaning assigned to such term in Section 5.12(b)(vi)(B).

“Organizational Limited Partner” means Cheniere LNG Holdings in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.

“Outstanding” means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding on the Partnership's books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner and its Affiliates) beneficially owns 20% or more of the Outstanding Partnership Securities of any class then Outstanding, all Partnership Securities owned by such Person or Group shall not be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Units so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Units shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement); provided, further, that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any class then Outstanding directly from the General Partner or its Affiliates, (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Securities issued by the Partnership with the prior approval of the Board of Directors (which includes any Class B Units issued hereunder and the underlying Common Units issued upon conversion).

“Over-Allotment Option” means the over-allotment option granted to the Underwriters by the Selling Unitholder pursuant to the Underwriting Agreement.

“Partner” means a General Partner or a Limited Partner and Assignees thereof, if applicable.

“Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

“Partnership” means Cheniere Energy Partners, L.P., a Delaware limited partnership.

“Partnership Group” means the Partnership and its Subsidiaries treated as a single entity.

“Partnership Interest” means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

“Partnership Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).

“Partnership Security” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including Common Units, Class B Units, Subordinated Units, General Partner Units and Incentive Distribution Rights.

“Per Unit Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

“Percentage Interest” means as of any date of determination (a) as to the General Partner with respect to General Partner Units and as to any Unitholder or Assignee with respect to Units, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of General Partner Units held by the General Partner or the number of Units held by such Unitholder or Assignee, as the case may be, by (B) the total number of all Outstanding Units as of such date of determination and all General Partner Units, and (b) as to the holders of additional Partnership Securities issued by the Partnership in accordance with Section 5.6, the percentage for each Partnership Security as determined by the General Partner as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right shall at all times be zero. Solely for purposes of Section 5.8 and 5.12(b)(vii), and the determination of the General Partner Preemptive Share and Purchaser Preemptive Share, prior to the conversion of all Class B Units, the "Percentage Interest" of the General Partner and it Affiliates shall be calculated and determined based on (i) "Outstanding" Units (including the total Outstanding and owned by the General Partner and its

Affiliates) with the number of Class B Units determined on an as-converted basis, and (ii) the "Outstanding" General Partner Units being deemed to include any General Partner Units issuable in accordance with Section 5.12(b)(iii) and 5.12(b)(vi)(E) upon such issuance of Class B Units or conversion of Class B Units at such applicable time.

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

“Plan of Conversion” has the meaning set forth in Section 14.1 of this Agreement.

“Preemptive Share” means (x) with respect to the Purchaser, the “Purchaser Preemptive Share” and (y) with respect to the General Partner, the “General Partner Preemptive Share”.

“Pro Rata” means (a) when used with respect to Units or any class thereof, apportioned equally among all designated Units in accordance with their relative Percentage Interests, (b) when used with respect to Partners and Assignees or Record Holders, apportioned among all Partners and Assignees or Record Holders in accordance with their relative Percentage Interests and (c) when used with respect to holders of Incentive Distribution Rights, apportioned equally among all holders of Incentive Distribution Rights in accordance with the relative number or percentage of Incentive Distribution Rights held by each such holder.

“Proposed Treasury Regulations” means the regulations proposed by the U.S. Department of the Treasury under the Code, prior to the date hereof.

“Purchase Date” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.

“Purchaser” means Blackstone CQP Holdco LP, a Delaware limited partnership, and any Person to whom the Purchaser is permitted to assign its rights as “Purchaser” pursuant to the Investors' and Registration Rights Agreement.

“Purchaser Class B Final Funding Date” means the date on which the issuance of Common Units results in the full satisfaction of the Purchaser's obligations to purchase Class B Units under the Unit Purchase Agreement.

“Purchaser Class B Initial Funding Date” means the “Initial Funding Date” of the Purchaser under the Unit Purchase Agreement.

“Purchaser Class B Units” means the Purchaser Initial Class B Units and the Remaining Units issued after the issuance of the Purchaser Initial Class B Units.

“Purchaser Class B Weighted Average Funding Period” means (X) the sum of the products of (A) the number of days that passed between the Purchaser Class B Initial Funding Date and the date of any subsequent funding by the Purchaser with respect to the Remaining Units pursuant to the terms of the Unit Purchase Agreement and (B) the dollars funded by the Purchaser in any such subsequent funding, divided by (Y) $1,000,000,000.

“Purchaser Directors” means the three members appointed to the Board of Directors by the Purchaser on the Class B Issuance Date, as such Persons may be replaced from time to time.

“Purchaser Initial Class B Units” means the 33,333,334 Class B Units issued to the Purchaser pursuant to the Unit Purchase Agreement.

“Purchaser Preemptive Share” is an amount of Equity Securities equal to the product of (A) the total number of Equity Securities contemplated by an Equity Securities Notice multiplied by (B) the quotient of (a) the sum of (1) all Outstanding Units held by the Purchaser and its Affiliates at the applicable time (calculated as if all convertible Equity Securities were converted at the applicable time and based upon the Common Unit Equivalent of any other Equity Securities) plus (2) all Remaining Units that are not Outstanding (in each case, calculated as if all convertible Equity Securities to be issued were converted at the applicable time and based upon the Common Unit Equivalent of any other Equity Securities) divided by (b) the sum of (1) the total Outstanding Units of the Partnership at the applicable time plus (2) all Remaining Units that are not Outstanding (calculated as if all convertible Equity Securities to be issued were converted at the applicable time and based upon the Common Unit Equivalent of any other Equity Securities); provided, however, that if the purchase price for the Equity Securities is less than $10.00 per Common Unit (or below such amount for the Common Unit Equivalent)(as adjusted for splits and combinations), then the Outstanding Subordinated Units shall not be included in such calculation.

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership including the Closing Date, the portion of such fiscal quarter after the Closing Date.

“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“Record Date” means any date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder” means the Person in whose name a Unit is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or with respect to other Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the General Partner has caused to be kept as of the opening of business on such Business Day.

“Redeemable Interests” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10.

“Registration Statement” means the Registration Statements on Form S-1 (File Nos. 333-139572 and 333-141456), as they have been or as they may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Public Offering.

“Remaining Net Positive Adjustments” means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units, Class B Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units, Class B Units or Subordinated Units as of the end of such period over (b) the sum of those Partners' Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Units), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner's Share of Additional Book Basis Derivative Items with respect to the General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

“Remaining Units” has the meaning assigned to such term in the Unit Purchase Agreement, as if such Class B Units were issued and Outstanding on the Purchaser Class B Initial Funding Date and as such Class B Units are adjusted over time ending on the Purchaser Class B Final Funding Date pursuant to Sections 5.12(b)(ii) and 5.12(b)(ix). The purchase price for each Purchaser Class B Unit shall be the Class B Issue Price regardless of the number of Class B Units actually issued.

“Required Allocations” means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or Section 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(viii) or Section 6.1(d)(x).

“Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 6.2(b)(i)(A) or Section 6.2(b)(ii)(A), respectively, to eliminate Book-Tax Disparities.

“Retained Converted Subordinated Unit” has the meaning assigned to such term in Section 5.5(c)(ii).

“S&P” means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

“Sabine Pass Liquefaction” means Sabine Pass Liquefaction, LLC, a Delaware limited liability company, and its successors and assigns.

“Sabine Pass LNG” means Sabine Pass LNG, L.P., a Delaware limited partnership, and its successors and assigns.

“Second Liquidation Target Amount” has the meaning assigned to such term in Section 6.1(c)(i)(E).

“Second Target Distribution” means $0.531 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurred, it means the product of $0.531 multiplied by a fraction, of which the numerator is equal to the number of days in such period and of which the denominator is the number of days in such Quarter), subject to adjustment in accordance with the definition of Initial Quarterly Distribution and Section 6.6 and Section 6.10.

“Secondment Agreement” means the Services and Secondment Agreement, dated as of March 26, 2007, between O&M Services and the General Partner.

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

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

“Services Agreement” means the Amended and Restated Services Agreement, dated as of [________], 2012, between the Partnership and Cheniere LNG Terminals, Inc., as amended, restated or otherwise modified from time to time.

“Selling Unitholder” has the meaning assigned to such term in the Underwriting Agreement.

“Share of Additional Book Basis Derivative Items” means in connection with any allocation of Additional Book Basis Derivative Items for any taxable period, (i) with respect to the Unitholders holding Limited Partner Units, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Unitholders' Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect to the General Partner (as holder of the General Partner Units), the amount that bears the same ratio to such Additional Book Basis Derivative Items as the General Partner's Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive Distribution Rights, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments of the Partners holding the Incentive Distribution Rights as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time.

“Significant Event” means any merger, consolidation or other combination of the Partnership or any of its Subsidiaries with another Person (other than to the extent permitted under Section 14.3(d) or a Subsidiary of the Partnership merging, consolidating or combining with or into another wholly owned Subsidiary of the Partnership), or a sale of all or substantially all of the assets of the Partnership in each case prior to the Actual Conversion Date with respect to the last Outstanding Class B Unit (whether such sale is a single transaction or multiple transactions intended to dispose of substantially all of the Partnership's assets).

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

“Subordinated Unit” means a Unit representing a fractional part of the Partnership Interests of all Limited Partners and Assignees having the rights and obligations specified with respect to Subordinated Units in this Agreement. The term “Subordinated Unit” does not include a Common Unit or a Class B Unit. A Subordinated Unit that is convertible into a Common Unit shall not constitute a Common Unit until such conversion occurs.

“Subordination Period” means the period commencing on the Closing Date and ending on the first to occur of the following dates:

(a) the first date on which there are no longer any Outstanding Subordinated Units due to the automatic conversion of the Subordinated Units into Common Units pursuant to Section 5.7; and

(b) the date on which the General Partner is removed as general partner of the Partnership upon the requisite vote by holders of Outstanding Units under circumstances where Cause does not exist and no Units held by the General Partner and its Affiliates are voted in favor of such removal.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 10.2 in place of and with all the rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the Partnership.

“Surviving Business Entity” has the meaning assigned to such term in Section 14.2(b).

“Tax Certificate” means the certificate described in Section 4.11.

“Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of November 9, 2006, between Sabine Pass LNG and Cheniere Energy, Inc.

“Third Liquidation Target Amount” has the meaning assigned to such term in Section 6.1(c)(i)(F).

“Third Target Distribution” means $0.638 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurred, it means the product of $0.638 multiplied by a fraction, of which the numerator is equal to the number of days in such period and of which the denominator is the number of days in such Quarter), subject to adjustment in accordance with the definition of Initial Quarterly Distribution and Section 6.6 and Section 6.10.

“Trading Day” means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principal National Securities Exchange on which such class of Limited Partner Interests are listed is open for the transaction of business or, if Limited Partner Interests of a class are not listed on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

“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 expected by Sabine Pass Liquefaction to be commercially operable, with a nominal production capacity of at least 182.5 MMBtu per annum of LNG.

“Train 2” means the second Train that is commercially operable after Train 1, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or expected by Sabine Pass Liquefaction to be commercially operable after Train 1, with a nominal production capacity of at least 219.0 MMBtu per annum of LNG.

“Train 2 Conversion Date” means the date upon which Train 2 has reached the Date of First Commercial Delivery.

“Train 3” means the third Train that is commercially operable after Train 2, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or expected by Sabine Pass Liquefaction to be commercially operable after Train 2, with a nominal production capacity of at least 216.5 MMBtu per annum of LNG.

“Train 3 Condition” shall mean each of the following with regard to solely Train 3: (i) the Board of Directors shall have approved the issuance of the notice to proceed under the engineering, procurement and construction agreement for Train 3 and (ii) the debt and equity financing commitments are bona fide as determined by the Board of Directors and are sufficient to construct Train 3 in order to satisfy the relevant LNG Sale and Purchase Agreements for Train 3 or any replacement LNG Sale and Purchase Agreements on economic terms no less favorable to the Partnership Group and with a counterparty with an equal or superior credit rating.

“Train 3 Notice to Proceed” means the notice to proceed as set forth in an engineering, procurement and construction agreement for Train 3.

“Train 3 Substantial Completion Date” means the date of substantial completion as set forth in an engineering, procurement and construction agreement for Train 3.

“Train 4” means the fourth Train that is commercially operable after Train 3, as notified by Sabine Pass Liquefaction to the relevant customer of Sabine Pass Liquefaction, or expected by Sabine Pass Liquefaction to be commercially operable after Train 3, with a nominal production capacity of at least 216.0 MMBtu per annum of LNG.

“Train 4 Condition” shall mean each of the following with regard to solely Train 4: (i) the Board of Directors shall have approved the issuance of the notice to proceed under the engineering, procurement and construction agreement for Train 4 and (ii) the debt and equity financing commitments are bona fide as determined by the Board of Directors and are sufficient to construct Train 4 in order to satisfy the relevant LNG Sale and Purchase Agreements for Train 4 or any replacement LNG Sale and Purchase Agreements on economic terms no less favorable to the Partnership Group and with a counterparty with an equal or superior credit rating.

“Train 4 Substantial Completion Date” means the date of substantial completion as set forth in an engineering, procurement and construction agreement for Train 4.

“Transfer” has the meaning assigned to such term in Section 4.4(a).

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

“Transfer Application” means an application and agreement for transfer of Units in the form set forth on the back of a Certificate or in a form substantially to the same effect in a separate instrument.

“Treasury Securities” means securities issued or directly and fully guaranteed or insured by the United States government or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities).

“TUA” means a terminal use agreement for long term regasification services entered into by the Partnership and a third party.

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

“Underwriting Agreement” means that certain Underwriting Agreement dated as of March 20, 2007 among the Underwriters, the Partnership, the General Partner and the other parties thereto, providing for the purchase of Common Units by the Underwriters.

“Unit” means a Partnership Security that is designated as a “Unit” and shall include Common Units, Class B Units and Subordinated Units but shall not include (i) General Partner Units (or the General Partner Interest represented thereby) or (ii) Incentive Distribution Rights.

“Unit Majority” means (a) during the Subordination Period, at least (i) a majority of the Outstanding Common Units and Class B Units (excluding Outstanding Common Units and CEI Class B Units owned by the General Partner and its Affiliates (other than the Purchaser)) voting as a class as set forth in Section 5.12(b)(v) and at least (ii) a majority of the Outstanding Subordinated Units voting as a single class, and (b) after the end of the Subordination Period, at least a majority of the Outstanding Common Units and Class B Units voting as a single class.

“Unit Purchase Agreement” means that certain Unit Purchase Agreement, dated as of [________], 2012, by and among the Partnership, CEI and the Purchaser.

“Unitholders” means the holders of Units.

“Unpaid IQD” has the meaning assigned to such term in Section 6.1(c)(i)(B).

“Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).

“Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).

“Unrecovered Initial Unit Price” means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions constituting Capital Surplus theretofore made in respect of an Initial Common Unit, and any distributions of cash (or the Net Agreed Value of any distributions in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in respect of an Initial Common Unit, adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of such Units.

“U.S. GAAP” means United States generally accepted accounting principles consistently applied.

“Weighted Average Interest Rate of Debt” means an amount equal to (X) the sum of the product of (A) the dollar amount of any debt commitment and (B) the interest rate of such debt commitment (and if floating, the interest rate to be used will consider the swap equivalent to convert the floating rate to fixed rate) divided by (Y) the aggregate dollar amount of all debt commitments for Trains 1-4, as applicable.

“Withdrawal Opinion of Counsel” has the meaning assigned to such term in Section 11.1(b).

“Working Capital Borrowings” means borrowings used solely for working capital purposes or to pay distributions to Partners, made pursuant to a credit facility, commercial paper facility or similar financing arrangement; provided that when incurred it is the intent of the borrower to repay such borrowings within 12 months from other than additional Working Capital Borrowings.


Section 1.2	Construction.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” and words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

ORGANIZATION


Section 2.1	Formation.

The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and previously entered into that certain First Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P., dated as of March 26, 2007. The purpose of this Second Amended and Restated Agreement of Limited Partnership is (i) to establish the rights and obligations of the Class B Units in connection with the issuance of Partnership Securities pursuant to Section 5.12 and (ii) to make other miscellaneous revisions. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.


Section 2.2	Name.

The name of the Partnership shall be “Cheniere Energy Partners, L.P.” The Partnership's business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership's name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.


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

Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808-1645, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Partnership shall be located at 700 Milam Street, Suite 800, Houston, Texas 77002, or such other place as the General Partner may from time to time designate by notice to the Limited Partners, by any reasonable means (including posting on the Partnership's website). The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner shall determine necessary or appropriate. The address of the General Partner shall be 700 Milam Street, Suite 800, Houston, Texas 77002, or such other place as the General Partner may from time to time designate by notice, by any reasonable means (including posting on the Partnership's website).


Section 2.4	Purpose and Business.

The purpose and nature of the business to be conducted by the Partnership shall be (a) to engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner and in any event that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act, and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) to do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law and notwithstanding any obligation existing at law or in equity: the General Partner shall have no duty or obligation to propose or approve, and the General Partner may decline to propose or approve, the conduct by the Partnership of any business free of any fiduciary or other duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee; and, in declining to so propose or approve the General Partner, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.


Section 2.5	Powers.

The Partnership shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.


Section 2.6	Power of Attorney.

(a)Each Limited Partner and each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator shall have been selected pursuant to Section 12.3, the Liquidator,

severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead, to:

(i)execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article IV, Article X, Article XI or Article XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or conversion) relating to a merger, consolidation or conversion of the Partnership pursuant to Article XIV; and

(ii)execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a percentage of the Limited Partners or of the Limited Partners of any class or series required to vote on, consent to or approve the taking of any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of the Limited Partners or of the Limited Partners of such class or series, as applicable.

Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement.

(b)The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution,

bankruptcy or termination of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner's or Assignee's Partnership Interest and shall extend to such Limited Partner's or Assignee's heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership.


Section 2.7	Term.

The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.


Section 2.8	Title to Partnership Assets.

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

ARTICLE III

RIGHTS OF LIMITED PARTNERS


Section 3.1	Limitation of Liability.

The Limited Partners and the Assignees shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.


Section 3.2	Management of Business.

No Limited Partner or Assignee, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participation in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.


Section 3.3	Outside Activities of the Limited Partners.

Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, but otherwise notwithstanding any duty existing at law or in equity, any Limited Partner or Assignee shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners or Assignees shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee.


Section 3.4	Rights of Limited Partners.

(a)In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner's interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand, and at such Limited Partner's own expense:

(i)to obtain true and full information regarding the status of the business and financial condition of the Partnership (provided that the requirements of this Section 3.4(a)(i) shall be satisfied by furnishing to a Limited Partner upon its demand pursuant to this Section 3.4(a)(i) the Partnership's most recent filings with the Commission on Form 10-K and any subsequent filings on Form 10-Q and 8-K);

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

(iii)to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(iv)to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of all executed powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;

(v)to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became a Partner; and

(vi)to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

(b)The General Partner may keep confidential from the Limited Partners and Assignees, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner in good faith believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section 3.4).

ARTICLE IV

CERTIFICATES; RECORD HOLDERS;

TRANSFER OF PARTNERSHIP INTERESTS;

REDEMPTION OF PARTNERSHIP INTERESTS


Section 4.1	Certificates.

Upon the Partnership's issuance of Common Units, Class B Units or Subordinated Units to any Person, the Partnership shall issue, upon the request of such Person, one or more Certificates in the name of such Person (or, if issued in global form, in the name of the Depositary or its nominee) evidencing the number of such Units being so issued. In addition, (a) upon the General Partner's request, the Partnership shall issue to it one or more Certificates in the name of the General Partner evidencing its General Partner Units and (b) upon the request of any Person owning Incentive Distribution Rights or any other Partnership Securities other than Common Units, Class B Units or Subordinated Units, the Partnership shall issue to such Person one or more certificates evidencing such Incentive Distribution Rights or other Partnership Securities other than Common Units, Class B Units or Subordinated Units. Certificates shall be executed by the General Partner on behalf of

the Partnership by the President or any Executive Vice President, Senior Vice President, Vice President or the Chief Financial Officer and the Secretary or any Assistant Secretary of the General Partner. No Common Unit Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General Partner elects to issue certificates for Common Units in global form, the Common Unit Certificates shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Common Units have been duly registered in accordance with the directions of the Partnership. Subject to the requirements of Section 6.7 and Section 6.9, the Partners holding Certificates evidencing Subordinated Units or Class B Units may exchange such Certificates for Certificates evidencing Common Units on or after the date on which such Subordinated Units or Class B Units are converted into Common Units pursuant to the terms of Section 5.7 or Section 5.12(b)(vi), as applicable.


Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates.

(a)If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Securities as the Certificate so surrendered.

(b)The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:

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

(ii)requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

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

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

If a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.

(c)As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.


Section 4.3	Record Holders.

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


Section 4.4	Transfer Generally.

(a)The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a transaction (i) by which the General Partner assigns its General Partner Units to another Person or by which a holder of Incentive Distribution Rights assigns its Incentive Distribution Rights to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest (other than an Incentive Distribution Right) assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner or an Assignee, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b)No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be, to the fullest extent permitted by law, null and void.

(c)Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in the General Partner.


Section 4.5	Registration and Transfer of Limited Partner Interests.

(a)The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the

provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates evidencing Limited Partner Interests unless such transfers are effected in the manner described in this Section 4.5. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Common Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.

(b)The General Partner shall not recognize any transfer of Limited Partner Interests until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer and such Certificates are accompanied by a Transfer Application, properly completed and duly executed by the transferee (or the transferee's attorney-in-fact duly authorized in writing). No charge shall be imposed by the General Partner for such transfer; provided, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. No changes in distributions or allocations will be made in respect of the Limited Partner Interests until a properly completed Transfer Application has been delivered with respect to such Limited Partner Interests.

(c)Limited Partner Interests may be transferred only in the manner described in this Section 4.5. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.

(d)Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the Record Holder of a Limited Partner Interest shall be an Assignee in respect of such Limited Partner Interest. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity.

(e)A transferee of a Limited Partner Interest who has completed and delivered a Transfer Application shall be deemed to have (i) requested admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement, (iii) represented and warranted that such transferee has the right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) granted the powers of attorney set forth in this Agreement, and (v) given the consents and approvals and made the waivers contained in this Agreement.

(f)Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the other provisions of this Agreement, including any statement of designations or amendment to this Agreement, establishing or otherwise relating to such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law, including the

Securities Act and the Securities Exchange Act and the rules and regulations thereunder, Limited Partner Interests (other than the Incentive Distribution Rights, the transfer of which is subject to Section 4.7) shall be freely transferable.

(g)The General Partner and its Affiliates shall have the right at any time to transfer their Subordinated Units, Class B Units and Common Units (whether issued upon conversion of the Subordinated Units, the Class B Units or otherwise) to one or more Persons.


Section 4.6	Transfer of the General Partner's General Partner Interest.

(a)Subject to Section 4.6(c) below, prior to March 31, 2017, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

(b)Subject to Section 4.6(c) below, on or after March 31, 2017, the General Partner may transfer all or any of its General Partner Interest without the approval of the holder(s) of any class or series of Units.

(c)Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability under Delaware law of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership or limited liability company interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.


Section 4.7	Transfer of Incentive Distribution Rights.

Prior to March 31, 2017, a holder of Incentive Distribution Rights may transfer any or all of the Incentive Distribution Rights held by such holder without any consent of the Unitholders to (a) an Affiliate of such holder (other than an individual) or (b) another Person (other than an individual) in connection with (i) the merger or consolidation of such holder of Incentive

Distribution Rights with or into such other Person, (ii) the transfer by such holder of Incentive Distribution Rights of all or substantially all of its assets to such other Person or (iii) the sale of all the ownership interests in such holder of Incentive Distribution Rights, provided that, in the case of a transfer pursuant to this clause (iii) the initial holder of the Incentive Distribution Rights continues to remain as the General Partner following such sale. Any other transfer of the Incentive Distribution Rights prior to March 31, 2017 shall require the prior approval of holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates). On or after March 31, 2017, the General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without Unitholder approval. Notwithstanding anything herein to the contrary, no transfer of Incentive Distribution Rights to another Person shall be permitted unless the transferee agrees to be bound by the provisions of this Agreement. The General Partner and any transferee or transferees of the Incentive Distribution Rights may agree in a separate instrument as to the General Partner's exercise of its rights with respect to the Incentive Distribution Rights under Section 11.3 hereof.


Section 4.8	Restrictions on Transfers.

(a)Except as provided in Section 4.8(d) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed).

(b)The General Partner may impose restrictions on the transfer of Partnership Interests if (i) it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes or (ii) the holding of Units by a Person (A) not subject to United States federal income taxation on the income generated by the Partnership or (B) in the case of entities that are pass-through entities for United States federal income tax purposes all of whose beneficial owners are not subject to United States federal income taxation on the income generated by the Partnership, would have a material adverse effect on the economic interests of the Partnership. The General Partner may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.

(c)The transfer of a Subordinated Unit that has-converted into a Common Unit shall be subject to the restrictions imposed by Section 6.7. The transfer of a Class B Unit or a Converted Class B Unit shall be subject to the restrictions imposed by Section 6.9.

(d)Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.

(e)Each certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form:

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF CHENIERE ENERGY PARTNERS, L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF CHENIERE ENERGY PARTNERS, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE CHENIERE ENERGY PARTNERS, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). CHENIERE ENERGY PARTNERS GP, LLC, THE GENERAL PARTNER OF CHENIERE ENERGY PARTNERS, L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF CHENIERE ENERGY PARTNERS, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


Section 4.9	Citizenship Certificates; Non-citizen Assignees.

(a)If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information

concerning such Limited Partner's or Assignee's nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines that a Limited Partner or Assignee is not an Eligible Citizen, the Limited Partner Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such Limited Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Partner and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee's Limited Partner Interests. The General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner or Assignee in respect of the Non-citizen Assignee's Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b).

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

(c)Upon dissolution of the Partnership, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Non-citizen Assignee's share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Non-citizen Assignee of such Non-citizen Assignee's Limited Partner Interest (representing such Non-citizen Assignee's right to receive such Non-citizen Assignee's share of such distribution in kind).

(d)At any time after a Non-citizen Assignee can and does certify that such Non-citizen Assignee has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the General Partner, request admission as a Substituted Limited Partner with respect to any Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.10, and upon such Non-citizen Assignee's admission pursuant to Section 10.2, the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-citizen Assignee's Limited Partner Interests.


Section 4.10	Redemption of Partnership Interests of Non-citizen Assignees.

(a)If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the

General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred such Limited Partner's or Assignee's Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner or Assignee as follows:

(i)The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at such Limited Partner's or Assignee's last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner or Assignee would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

(ii)The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

(iii)Upon surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or Assignee or such Limited Partner's or Assignee's duly authorized representative shall be entitled to receive the payment therefor.

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

(b)The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee as nominee of a Person determined to be other than an Eligible Citizen.

(c)Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring such recipient's Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner in a Citizenship Certification delivered in connection with the Transfer Application that such transferee is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.


Section 4.11	Taxation Certificates and Related Matters.

If at any time the General Partner determines, with the advice of counsel, that the Partnership's status as an entity not taxable as a corporation and not otherwise subject to an entity-level tax for federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the federal income tax status) of one or more Limited Partners, has or will have a material adverse effect on the economic interests of the Partnership, then the General Partner may adopt such amendments to this Agreement, without the approval of any class or classes of Limited Partners, as it determines to be necessary or advisable to (i) obtain such proof of the federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners and thereby determine those Limited Partners whose federal income tax status has or will reasonably likely in the future have such a material adverse effect (such Limited Partners, together with any Limited Partner who fails to comply with the procedures instituted by the General Partner, an “Ineligible Holder”) and (ii) permit the General Partner to redeem Units held by any Ineligible Holder, at the Current Market Price. Such amendments may include provisions requiring all Limited Partners to certify as to their federal income tax status upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as a Limited Partner.

ARTICLE V

CAPITAL CONTRIBUTIONS AND

ISSUANCE OF PARTNERSHIP INTERESTS


Section 5.1	Organizational Contributions.

In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $20.00, for a General Partner Interest in the Partnership equivalent to a 2% Percentage Interest and has been admitted as the General Partner of the Partnership, and the Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $980.00 for a Limited Partner Interest in the Partnership equivalent to a 98% Percentage Interest and has been admitted as a Limited Partner of the Partnership. As of the Closing Date, the interest of the Organizational Limited Partner shall be redeemed as provided in the Contribution Agreement; and the initial Capital Contribution of the Organizational Limited Partner shall thereupon be refunded. Ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial Capital Contributions prior to the Closing Date shall be allocated and distributed to the Organizational Limited Partner, and the balance thereof shall be allocated and distributed to the General Partner.


Section 5.2	Contributions by the General Partner and its Affiliates.

(a)On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Cheniere Energy Investments, LLC in exchange for (A) 3,302,045 General Partner Units representing a continuation of its 2% Percentage Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution

Rights, and (ii) Cheniere LNG Holdings contributed to the Partnership, as a Capital Contribution, all of its ownership interests in Cheniere Energy Investments, LLC in exchange for (A) 21,362,193 Common Units, (B) 135,383,831 Subordinated Units, (C) the right to receive distributions in certain circumstances from the Distribution Reserve Account pursuant to the terms of Section 5.11 and (D) the obligation to make contributions in certain circumstances to the Distribution Reserve Account pursuant to the terms of the Contribution Agreement.

(b)Upon the issuance of any additional Limited Partner Interests, except as provided in Section 5.12(b)(iii)(B) or Section 5.12(b)(vi)(E)5.12(b)(iii)(A), by the Partnership (other than the Common Units issued in the Initial Offering), the General Partner may, in exchange for a proportionate number of General Partner Units, make additional Capital Contributions in an amount equal to the product obtained by multiplying (I) the quotient determined by dividing (A) the General Partner's Percentage Interest by (B) 100% minus the General Partner's Percentage Interest immediately prior to the issuance of such additional Limited Partner Interests by the Partnership times (II) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.


Section 5.3	Contributions by Initial Limited Partners.

(a)On the Closing Date and pursuant to Underwriting Agreement, each Underwriter contributed to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter on the Closing Date. In exchange for such Capital Contributions by the Underwriter, the Partnership issued Common Units to each Underwriter on whose behalf such Capital Contribution was made in an amount equal to the quotient obtained by dividing (i) the cash contribution to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit.

(b)No Limited Partner Interests were issued or issuable as of or at March 26, 2007 other than (i) Common Units issuable pursuant to subparagraph (a) hereof in an aggregate number equal to 5,054,164, (ii) the 135,383,831 Subordinated Units issuable pursuant to Section 5.2 hereof, (iii) the 21,362,193 Common Units issuable pursuant to Section 5.2 and (iv) the Incentive Distribution Rights.


Section 5.4	Interest.

No interest shall be paid by the Partnership on Capital Contributions. No Partner or Assignee shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner or Assignee shall have priority over any other Partner or Assignee either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners and Assignees agree within the meaning of Section 17-502(b) of the Delaware Act.


Section 5.5	Capital Accounts.

(a)The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv) and the related Proposed Treasury Regulation Sections regarding noncompensatory options. Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and Section 5.5(d) and allocated to such Partner with respect to such Partnership Interest pursuant to Section 5.5(d), Section 5.12(b)(iv) and Section 6.1, as applicable, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made to such Partner with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and Section 5.5(d) and allocated to such Partner with respect to such Partnership Interest pursuant to Section 5.5(d), Section 5.12(b)(iv) and Section 6.1, as applicable. The Partnership shall follow the principles set forth in the proposed noncompensatory option regulations contained in Proposed Treasury Regulation Sections 1.704-1, 1.721-2 and 1.761-3 at all times, including when the assets of the Partnership are revalued or any Class B Units are converted pursuant to Section 5.12(b)(vi). For the avoidance of doubt, each Class B Unit will be treated as convertible equity as defined in Proposed Treasury Regulation Section 1.721-2(e)(3), and, therefore, each Record Holder of a Class B Unit will be treated as a partner in the Partnership for federal income tax purposes. The initial Capital Account balance in respect of each Class B Unit issued on the Class B Issuance Date shall be the Issue Price for such Class B Unit. The Capital Account balance of each holder of Class B Units in respect of its Class B Units shall not be increased or decreased except as otherwise provided in this Agreement.

(b)For purposes of computing the amount of any item of income, gain, loss or deduction to be allocated pursuant to Article VI and reflected in the Partners' Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that:

(i)Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by any other Group Member that is classified as a partnership for federal income tax purposes.

(ii)All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated

among the Partners pursuant to Section 6.1.

(iii)Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain or loss.

(iv)Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership's Carrying Value with respect to such property as of such date.

(v)In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined pursuant to Treasury Regulation Section 1.704-3(d)(2) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment.

(vi)If the Partnership's adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall, solely for purposes hereof, be deemed to be an additional depreciation or cost recovery deduction in the year such property is placed in service and shall be allocated among the Partners pursuant to Section 6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code shall, to the extent possible, be allocated in the year of such restoration in the same manner to the Partners to whom such deemed deduction was allocated.

(c)

(i)A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

(ii)Subject to Section 6.7(c), immediately prior to the transfer of a Subordinated Unit or of a Subordinated Unit that has-converted into a Common Unit pursuant to Section 5.7 by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph Section 5.5(c)(ii) apply), the Capital Account maintained for such

Person with respect to its Subordinated Units or converted Subordinated Units will (A) first, be allocated to the Subordinated Units or converted Subordinated Units to be transferred in an amount equal to the product of (x) the number of such Subordinated Units or converted Subordinated Units to be transferred and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the transferor, regardless of whether it has retained any Subordinated Units or converted Subordinated Units (“Retained Converted Subordinated Units”). Following any such allocation, the transferor's Capital Account, if any, maintained with respect to the retained Subordinated Units or Retained Converted Subordinated Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee's Capital Account established with respect to the transferred Subordinated Units or converted Subordinated Units will have a balance equal to the amount allocated under clause (A) hereinabove.

(d)

(i)In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and Proposed Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(s), on (A) an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services or the conversion of the General Partner's Combined Interest to Common Units pursuant to Section 11.3(b), or (B) the conversion of a Class B Unit and any related issuance of additional General Partner Units pursuant to Section 5.12(b)(vi)(E), the Capital Accounts of all Partners and the Carrying Value of each Partnership property shall, immediately prior to an event described in clause (A) above or immediately after a conversion described in clause (B) above, as applicable, be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value at such time. Any such Unrealized Gain or Unrealized Loss (or items thereof) shall (1) in the case of an event described in clause (A) above, be allocated among the Unitholders (other than the Unitholders holding Class B Units in respect of such Class B Units) pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated, and (2) in the case of a conversion described in clause (B) above, (aa) first be allocated to the Partners holding Converted Class B Units until the Capital Account of each holder of Converted Class B Units with respect to each Converted Class B Unit is equal to the Per Unit Capital Amount of a Common Unit, (bb) second be allocated to the General Partner in respect of any newly issued additional General Partner Units an amount equal to the product of (I) the quotient obtained by dividing (x) the Percentage Interest of the General Partner by (y) a percentage equal to 100% less such Percentage Interest and (II) the sum of the amounts allocated in clause (aa) above, and (cc) any remaining Unrealized Gain or Unrealized Loss shall be allocated among the Partners pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. If the Unrealized Gain or Unrealized Loss allocated as a result of the conversion of a Class B Unit is not sufficient to cause the

Capital Account of each holder with respect to each Converted Class B Unit to equal the Per Unit Capital Amount of a Common Unit, then in accordance with Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), Capital Account balances shall be reallocated between the Partners holding Converted Class B Units and Common Units (other than Converted Class B Units) so as to cause the Capital Account of each holder of Converted Class B Units with respect to such Units to equal, on a per unit basis, the Per Unit Capital Amount of a Common Unit after taking into account the impact of such a reallocation of Capital Account balances on the Per Unit Capital Amount of a Common Unit. If Capital Account balances are reallocated pursuant to the immediately preceding sentence, the Partnership shall make corrective allocations so as to take into account the reallocation of Capital Account balances, as provided in Proposed Treasury Regulation Section 1.704-1(b)(4)(x).

(ii)In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the event described in clause (i)(A) above, or immediately after the conversion described in clause (i)(B) above, shall be determined by the General Partner using such method of valuation as it may adopt; provided, however, in accordance with the principles set forth in Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2), the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time, and must reduce the fair market value of the Partnership's assets by the excess, if any, of the fair market value of all Outstanding Class B Units that have not yet been converted in a conversion described in clause (i)(B) above over the aggregate Issue Price of such Class B Units. The General Partner shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties.

(iii)In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Partner (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the General Partner may cause any Unrealized Gain or Unrealized Loss attributable to each Partnership property to be recognized and allocated in the same manner as that provided in Section 5.5(d)(i) as if there had been a sale of such property immediately prior to such distribution, in which event the Carrying Value of each Partnership property shall be adjusted as of the beginning of the next taxable period to an amount equal to the fair market value thereof; provided that the General Partner shall cause Unrealized Gain or Unrealized Loss to be recognized and Carrying Values to be adjusted if doing so would permit Corrective Allocations to be made pursuant to Section 6.1(d)(xii) and provided further, in accordance with the principles set forth in Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2), the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time, and must reduce the fair market value of the Partnership's assets by the excess, if any, of the fair market value of all Outstanding Class B Units that have not yet been converted in a conversion described in clause (i)(B) above over the aggregate Issue Price of such Class B Units. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets immediately prior to a distribution shall (A) in

the case of a distribution that is not made pursuant to Section 12.4 be determined and allocated in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined and allocated by the Liquidator using such reasonable method of valuation as it may adopt.


Section 5.6	Issuances of Additional Partnership Securities.

(a)The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners; provided, however, that during the Subordination Period the Partnership must obtain Special Approval prior to issuing any additional Common Units or Units with designations, preferences, rights, powers and duties senior to or pari passu with the Common Units.

(b)Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which, subject to the provision contained in Section 5.6(a), may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Security (including sinking fund provisions); (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security.

(c)The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading.