Contract

Exhibit 10.1

000 Xxxxx, Xxxxx 000

Xxxxxxx, Xxxxx 00000

August 9, 2012

Blackstone CQP Holdco LP

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attn: Xxxxx Xxxxx & Xxxx Xxxxxxxx

Re: Unit Purchase Agreement, dated as of May 14, 2012 (the “Agreement”), among Cheniere Energy Partners, L.P. (the “Partnership”), Cheniere Energy, Inc. (“CEI”) and Blackstone CQP Holdco LP (the “Purchaser”) (All capitalized terms used but not defined herein shall have the meanings therfor set forth in the Agreement.)

Dear Xxxxx and Xxxx:

In connection with the above-referenced agreement, the Partnership hereby requests your waiver, consent or agreement, as applicable, with respect to the following:

• the Purchaser waives the Initial Funding condition precedents set forth in Section 2.03(b)(vii) of the Agreement with respect to closing the CTPL Transaction and the acquisition by CEI of Class B Units pursuant to the CEI Subscription Agreement

• the Purchaser waives the requirements in Sections 6.03 and 6.05 of the Agreement that CEI and CQP continue using commercially reasonable efforts to consummate the CTPL Transaction and the transactions contemplated by the CEI Subscription Agreement;

• the Purchaser agrees that clause (1) of Section 6.01(a) of the Agreement shall be applicable only during the Restricted Period;

• the Purchaser consents under Sections 6.01(b)(i) and 6.05 of the Agreement to amend and restate the CTPL Purchase Agreement as set forth on Annex A to this letter, and such amended and restated agreement shall not give the Purchaser a termination right under Section 6.01(b)(i) of the Agreement;

• the Purchaser agrees that the failure to consummate the CTPL Transaction at any time shall not constitute a CQP Material Adverse Effect;

• the Purchaser agrees not to seek any claim for indemnification under Article VII of the Agreement as a result of CEI and CQP not consummating the transactions contemplated by the CTPL Purchase Agreement or the CEI Subscription Agreement;

• Schedule 4.03 to the Agreement is hereby amended to add the following agreements thereto: (i) Master LNG Sale and Purchase Agreement, dated June 29, 2012, between Cheniere Marketing, LLC and Sabine Pass LNG, (ii) Amended and Restated Variable Capacity Rights Agreement, dated July 31, 2012, between Cheniere Marketing, LLC and

Blackstone CQP Holdco LP

August 9, 2012

Page 2

Cheniere Energy Investments, LLC and (iii) Transportation Precedent Agreement, dated August 6, 2012, between Sabine Pass Liquefaction, LLC and Creole Trail Pipeline, L.P.;

• Section 2.03(b)(xi)(12) of the Agreement is hereby amended to replace “Purchaser” with “Blackstone Management Partners L.L.C.”;

• CQP waives the Initial Funding condition precedent set forth in Section 2.03(c)(iv)(3) and acknowledges that a cross-receipt duly executed by the Purchaser certifying that Purchaser has received the Purchased Units will only be delivered following receipt of the original certificates evidencing the Purchased Units; and

• CQP and the Purchaser waive the mutual Initial Funding condition precedent set forth in Section 2.03(a)(iv) that the initial “Independent Directors” to be appointed under the GP Amended LLC Agreement have been mutually agreed upon and named therein.

If the foregoing accurately reflects our agreement and understanding, please so indicate below by executing a counterpart of this letter and returning it to the undersigned

CHENIERE ENERGY PARTNERS, L.P.
By:		Cheniere Energy Partners GP, LLC, its
		general partner
By:		/s/ Xxx X. Gentle
Name:		Xxx X. Gentle
Title:		Senior Vice President and
		Chief Financial Officer
CHENIERE ENERGY, INC.
By:		/s/ Xxxxxx X. XxXxxxxx
Name:		Xxxxxx X. XxXxxxxx
Title:		Vice President and Treasurer

ACKNOWLEDGED, WAIVED,

CONSENTED AND AGREED:

BLACKSTONE CQP HOLDCO LP
By:		Blackstone CQP Holdco GP LLC, its general partner
By:		Blackstone Manager Associates VI L.L.C., its sole member
By:		BMA VI L.L.C., its sole member
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Senior Managing Director
cc:		Xxxxx X. Xxxxxxxx (Xxxxxx & Xxxxxxx LLP) Xxxxxxx X. Xxxxxxxxx (Xxxxxx & Xxxxxxx LLP)