THIRD AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST ENTITIES) AND FOURTH AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES)
Exhibit 10.4
EXECUTION
VERSION
THIRD
AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
(CREST
ENTITIES) AND FOURTH AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST
ENTITIES)
This THIRD AMENDMENT TO GUARANTEE AND
COLLATERAL AGREEMENT
(CREST
ENTITIES) AND FOURTH AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST
ENTITIES) (collectively, this “Amendment”)
is entered into, as of September 17, 2009, by Cheniere Common Units Holding,
LLC, a Delaware limited liability company (the “Borrower”),
the Guarantors and the Grantors (as defined in the applicable Guarantee and
Collateral Agreement, as each is referenced below), and The Bank Of New York
Mellon, as collateral agent (in such capacity and together with its successors,
the “Collateral
Agent”). All capitalized terms used in this Amendment and not
otherwise defined herein have the meanings ascribed to such terms in the
Guarantee and Collateral Agreements (as defined below).
Preliminary
Statements
A. Borrower
has entered into that certain Credit Agreement, dated as of August 15, 2008, by
and among the Borrower, the Administrative Agent, certain affiliates of the
Borrower signatory thereto and the Lenders from time to time party thereto (as
amended by that certain First Amendment to Credit Agreement, dated as of
September 15, 2008, Second Amendment to Credit Agreement, dated as of December
31, 2008, Third Amendment to Credit Agreement, dated as of April 3, 0000, Xxxxxx
Xxxxxxxxx to Credit Agreement, dated as of April 9, 2009, Amendment No. Four-A
to Credit Agreement, dated as of April 27, 2009, Amendment No. Four-B to Credit
Agreement, dated as of April 28, 2009, Amendment No. Four-C to Credit Agreement,
dated as of June 23, 2009, Amendment No. Four-D to Credit Agreement, dated as of
June 29, 2009, and Fifth Amendment to Credit Agreement and Consent, dated as
of September 17, 2009, as further amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”);
B. In
connection with the Credit Agreement, Borrower and certain of its affiliates
have entered into that certain Guarantee and Collateral Agreement (Non-Crest
Entities) (as amended by that certain First Amendment to Guarantee and
Collateral Agreement (Non-Crest Entities), and Second Amendment to Guarantee and
Collateral Agreements (Non-Crest Entities and Crest Entities), each dated as of
December 31, 2008, Third Amendment to Guarantee and Collateral
Agreement (Non-Crest Entities), dated as of April 3, 2009, as further amended,
restated, supplemented or otherwise modified from time to time, the “Non-LNG Entities
Guarantee and Collateral Agreement”);
C. In
connection with the Credit Agreement, certain affiliates of Borrower have
entered into that certain Guarantee and Collateral Agreement (Crest Entities)
(as amended by that certain First Amendment to Guarantee and Collateral
Agreement (Crest Entities) and Second Amendment to Guarantee and Collateral
Agreements (Non-Crest Entities and Crest Entities), each dated as of December
31, 2008, as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “LNG Entities
Guarantee and Collateral Agreement” and collectively with the Non-LNG
Entities Guarantee and Collateral Agreement, the “Guarantee and
Collateral Agreements”);
NY\1544177.5
D. Borrower
and its affiliates that are party to the Guarantee and Collateral Agreements
have notified the Collateral Agent and the Lenders that they desire to amend the
Guarantee and Collateral Agreements as set forth herein; and
E. Subject
to certain conditions as set forth herein, the Collateral Agent and the Lenders
are willing to agree to such amendment relating to the Non-LNG Entities
Guarantee and Collateral Agreement as well as the LNG Entities Guarantee and
Collateral Agreement.
NOW
THEREFORE, in consideration of the premises and the agreements, other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Loan Parties, the Guarantors and the Grantors
signatory hereto (each, a “Cheniere
Party” and collectively, the “Cheniere
Parties”), the Collateral Agent and the Lenders, hereby agree as
follows:
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1.
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Amendments to Non-LNG
Entities Guarantee and Collateral
Agreement.
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(a)
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Section
1.01 of the Non-LNG Entities Guarantee and Collateral Agreement is hereby
amended by adding the following definitions in proper alphabetical
sequence:
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i.
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“Fourth
Amendment” shall mean that certain Fourth Amendment to Guarantee
and Collateral Agreement (Non-Crest Entities), dated as of September 17,
2009, among the Borrower, certain affiliates of the Borrower signatory
thereto, and the Collateral Agent.
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ii.
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“Fourth Amendment
Effective Date” shall mean the date of satisfaction of the
conditions referred to in Section 4 of the Fourth
Amendment.”
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(b)
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Section
1.01 of the Non-LNG Entities Guarantee and Collateral Agreement is hereby
amended by deleting clause (iv) of the defined term “Excluded Assets” in
its entirety.
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(c)
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Section
1.01 of the Non-LNG Entities Guarantee and Collateral Agreement is further
amended by replacing the words “All assets Grantor” in the first line of
the defined term “Pledged Alternative Equity Interests” with the following
words: “All Assets Grantor.”
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(d)
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Schedule
4.07(a) to the Non-LNG Entities Guarantee and Collateral Agreement is
hereby deleted and replaced in its entirety with Schedule 4.07(a) as
attached hereto to reflect updated certificate numbers for the Pledged
Equity Interests.
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2.
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Amendments to the LNG
Entities Guarantee and Collateral
Agreement.
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(a)
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The
section entitled “Schedules” on page iii of the LNG Entities Guarantee and
Collateral Agreement is hereby amended by deleting reference to “Schedule
8.02 Notice Address of Loan Parties” in its
entirety.
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NY\1544177.5
2
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(b)
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Section
1.01 of the LNG Entities Guarantee and Collateral Agreement is hereby
amended by adding the following definitions in proper alphabetical
sequence:
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“Pledged Alternative Equity
Interests” shall mean all interests of any Grantor in participation or
other interests in any equity or profits of any business entity and the
certificates, if any, representing such interests and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such interests and
any other warrant, right or option to acquire any of the foregoing; provided,
however, that Pledged Alternative Equity Interests shall not include any Pledged
Stock, Pledged Partnership Interests or Pledged LLC Interests.
“Third Amendment”
shall mean that certain Third Amendment to Guarantee and Collateral Agreement
(Crest Entities), dated as of September 17, 2009, among certain affiliates of
the Borrower signatory thereto, and the Collateral Agent.
“Third Amendment Effective
Date” shall mean the date of satisfaction of the conditions referred to
in Section 4 of the Third Amendment.
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(c)
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Section
1.01 of the LNG Entities Guarantee and Collateral Agreement is hereby
amended by adding the words “shall mean” at the beginning of the
definitions for the following: “Crest”, “Crest Obligations”, “Crest Remedy
Instruction”, “Crest Settlement Documents” and “Crest Settlement
Agreement”.
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(d)
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Section
3(a)(iv) of the LNG Entities Guarantee and Collateral Agreement is hereby
amended by deleting the brackets “[__]” and replacing it with the number
“15”.
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(e)
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Schedule
1 to the LNG Entities Guarantee and Collateral Agreement is hereby deleted
and replaced in its entirety with Schedule 1 as attached hereto to reflect
revisions in the name for Cheniere LNG O&M Services,
LLC.
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(f)
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Schedule
4.07(a) to the LNG Entities Guarantee and Collateral Agreement is hereby
deleted and replaced in its entirety with Schedule 4.07(a) as attached
hereto to reflect updated certificate numbers for the Pledged Equity
Interests.
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3.
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Representations and
Warranties. Each Cheniere Party hereby represents
and warrants to the Collateral Agent (which representations and warranties
shall survive the execution and delivery of this Amendment), as
follows:
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(a)
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Absence of
Defaults. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute a Default or Event of Default after giving
effect to this Amendment.
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NY\1544177.5
3
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(b)
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Enforceability. This
Amendment has been duly executed and delivered by such Cheniere Party and
constitutes a legal, valid and binding obligation of such Cheniere Party
enforceable against such Cheniere Party in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.
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(c)
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Authorization, No
Conflicts. The execution, delivery and performance of
this Amendment by each Cheniere Party (i) has been duly authorized by all
requisite organizational action of such Cheniere Party and (ii) will not
(A) violate (1) any provision of law, statute, rule or regulation, or of
the certificate or articles of incorporation or other constitutive
documents or by-laws of such Cheniere Party, (2) any order of any
Governmental Authority or arbitrator or (3) any provision of any
indenture, agreement or other instrument to which such Cheniere Party is a
party or by which it or any of its property is or may be bound, (B) be in
conflict with, result in a breach of or constitute (alone or with notice
or lapse of time or both) a default under, or give rise to any right to
accelerate or to require the prepayment, repurchase or redemption of any
obligation under any such indenture, agreement or other instrument or (C)
result in the creation or imposition of any Lien upon or with respect to
any property or assets now owned or hereafter acquired by such Cheniere
Party (other than Liens created under the Security
Documents).
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(d)
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Incorporation of
Representations and Warranties. The representations and
warranties contained in Section 4 of each of the Guarantee and Collateral
Agreements are and will be true and correct in all material respects on
and as of the date hereof to the same extent as though made on and as of
this date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true and
correct in all material respects on and as of such earlier
date.
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4.
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Reference to and
Effect Upon the Loan
Documents.
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(a)
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Except
as specifically set forth above, each of the LNG Entities Guarantee and
Collateral Agreement and the Non-LNG Entities Guarantee and Collateral
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and
confirmed.
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(b)
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Any
reference in any Loan Document to the LNG Entities Guarantee and
Collateral Agreement and the Non-LNG Entities Guarantee and Collateral
Agreement shall be a reference to the LNG Entities Guarantee and
Collateral Agreement and the Non-LNG Entities Guarantee and Collateral
Agreement as modified by this Amendment, and any reference in any Loan
Document to any other Loan Document shall be a reference to such
referenced Loan Document as modified by this
Amendment.
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NY\1544177.5
4
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(c)
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This
Amendment is a Loan Document. The provisions of Section 9.15 of
the Credit Agreement shall apply with like effect to this
Amendment.
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5.
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Effectiveness. The
effectiveness of this Amendment is subject to the satisfaction of each the
following conditions precedent:
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(a)
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Execution. The
Collateral Agent shall have received duly executed and delivered
counterparts of this Amendment that, when taken together, bear the
signatures of the Cheniere Parties and the Collateral
Agent.
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(b)
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Representations and
Warranties. The representations and warranties contained
herein shall be true and correct in all
respects.
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(c)
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Necessary
Consents. Each Cheniere Party shall have obtained all
material consents necessary or advisable in connection with the
transactions contemplated by this
Amendment.
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Notwithstanding anything to the
contrary in this Amendment, each Lender by delivering its signature page to this
Amendment shall be deemed to have acknowledged receipt of and consented to and
approved the Amendment and each other document required to be approved by any
Agent or any Lender, as applicable, on the date such Lender delivers its
signature to this Amendment and the Collateral Agent shall be entitled to rely
on such confirmation.
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6.
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Further
Assurances. Each Cheniere Party hereby agrees to
authorize, execute and deliver all additional instruments, certificates,
financing statements, agreements or documents, and take all such actions
as the Collateral Agent or the Required Lenders may reasonably request for
the purposes of implementing or effectuating the provisions of this
Amendment.
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7.
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Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW
YORK.
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8.
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Headings. Section
headings in this Amendment are included herein for convenience of
reference only and shall not constitute part of this Amendment for any
other purposes.
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9.
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Counterparts. This
Amendment may be executed by all parties hereto in any number of separate
counterparts each of which may be delivered in original, facsimile or
other electronic (e.g., “.pdf”) form, and all of such counterparts taken
together constitute one instrument.
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10.
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Severability. In
case any one or more of the provisions contained in this Amendment shall
for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect
any other provision hereof, and this Amendment shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein.
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NY\1544177.5
5
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11.
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WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENTS AND FOR ANY
COUNTERCLAIM THEREIN.
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12.
|
Final Agreement of the
Parties. THIS AMENDMENT, THE GUARANTEE AND COLLATERAL
AGREEMENTS, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
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[Remainder of this page intentionally
left blank]
NY\1544177.5
6
EXECUTION
VERSION
IN
WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly
executed and delivered as of the date first above written.
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BORROWER
AND GRANTORS UNDER THE
NON-LNG
ENTITIES GUARANTEE AND COLLATERAL
AGREEMENT:
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CHENIERE
COMMON UNITS HOLDING, LLC
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
MIDSTREAM HOLDINGS, INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
PIPELINE COMPANY
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
PIPELINE GP INTERESTS, LLC
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
SOUTHERN TRAIL GP, INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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Signature
Page to Amendment to Guarantee and Collateral Agreements
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GRAND
CHENIERE PIPELINE, LLC
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
CREOLE TRAIL PIPELINE, L.P.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
CORPUS CHRISTI PIPELINE, L.P.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
SUPPLY & MARKETING, INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
ENERGY OPERATING CO., INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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Signature
Page to Amendment to Guarantee and Collateral Agreements
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CHENIERE
SOUTHERN TRAIL PIPELINE, L.P.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
LNG SERVICES, S.A.R.L.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx Xxxxx
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Title: Manager
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GUARANTORS
UNDER THE NON-LNG ENTITIES GUARANTEE
AND COLLATERAL AGREEMENT:
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CHENIERE
MIDSTREAM HOLDINGS, INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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||
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Title: Treasurer
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||
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CHENIERE
ENERGY OPERATING CO., INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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CHENIERE
PIPELINE COMPANY
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||
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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Title: Treasurer
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Signature
Page to Amendment to Guarantee and Collateral Agreements
|
CHENIERE
PIPELINE GP INTERESTS, LLC
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||
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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||
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Title: Treasurer
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||
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CHENIERE
SOUTHERN TRAIL GP, INC.
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||
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
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||
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Title: Treasurer
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||
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GRAND
CHENIERE PIPELINE, LLC
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
SOUTHERN TRAIL PIPELINE, L.P.
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
CREOLE TRAIL PIPELINE, L.P.
|
||
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By:
|
/S/
XXXXXX X. XXXXXXXX
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|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
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CHENIERE
CORPUS CHRISTI PIPELINE, L.P.
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||
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By:
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/S/
XXXXXX X. XXXXXXXX
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|
|
Name:
Xxxxxx X. XxXxxxxx
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||
|
Title: Treasurer
|
||
Signature
Page to Amendment to Guarantee and Collateral Agreements
|
GRANTORS
UNDER THE LNG GUARANTEE AND COLLATERAL
AGREEMENT:
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|
CHENIERE
ENERGY, INC.
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
|
||
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Title: Treasurer
|
||
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CHENIERE
ENERGY SHARED SERVICES, INC.
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
LNG O&M SERVICES, LLC
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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Name:
Xxxxxx X. XxXxxxxx
|
||
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Title: Treasurer
|
||
|
CHENIERE
LNG, INC.
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
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Title: Treasurer
|
||
|
CHENIERE
LNG TERMINALS, INC.
|
||
|
By:
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/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
Signature
Page to Amendment to Guarantee and Collateral Agreements
|
CHENIERE
LNG HOLDINGS, LLC
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
ENERGY PARTNERS GP, LLC
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CORPUS
CHRISTI LNG, LLC
|
||
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By:
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/S/
XXXXXX X. XXXXXXXX
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|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CREOLE
TRAIL LNG, L.P.
|
||
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By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
MARKETING, LLC
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
Signature
Page to Amendment to Guarantee and Collateral Agreements
|
GUARANTORS
UNDER THE LNG ENTITIES GUARANTEE AND COLLATERAL
AGREEMENT:
|
|
CHENIERE
ENERGY, INC.
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
ENERGY SHARED SERVICES, INC.
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
LNG O&M SERVICES, LLC
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
LNG, INC.
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
|
CHENIERE
LNG TERMINALS, INC.
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
|
||
Signature
Page to Amendment to Guarantee and Collateral Agreements
|
CHENIERE
LNG HOLDINGS, LLC
|
||
|
By:
|
/S/
XXXXXX X. XXXXXXXX
|
|
|
Name:
Xxxxxx X. XxXxxxxx
|
||
|
Title: Treasurer
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||
Signature
Page to Amendment to Guarantee and Collateral Agreements
|
THE BANK OF NEW YORK
MELLON, as Collateral Agent
|
||
|
By:
|
/S/
XXXXXXX XXXXXXXXX
|
|
|
Name:
Xxxxxxx Xxxxxxxxx
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||
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Title:
Vice President
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Signature
Page to Amendment to Guarantee and Collateral Agreements
SCHEDULE
4.07(a) TO GUARANTEE AND COLLATERAL AGREEMENT
(NON-CREST
ENTITIES)
DESCRIPTION
OF PLEDGED EQUITY INTERESTS
I. Pledged LLC
Interests
|
Grantor
|
Issuer
|
# of Shares Owned
|
Total Shares Outstanding
|
% of Ownership Interest
|
Certificate No. (if any)
|
|
Cheniere
Pipeline Company
|
Cheniere
Pipeline GP Interests, LLC
|
100
|
100
|
100%
|
2
|
|
Grand
Cheniere Pipeline, LLC
|
100
units
|
100
units
|
100%
|
2
|
II. Pledged Partnership
Interests
|
Grantor
|
Issuer
|
Type of
Partnership Interest
|
Total Shares Outstanding
|
% of Ownership Interest
|
Certificate No. (if any)
|
|
Cheniere
Common Units Holding, LLC
|
Cheniere
Energy Partners, L.P.
|
10,891,357
common units
|
26,416,357
common units
|
41.22959%
of the common units
|
0048
and 0049
|
|
Cheniere
Pipeline GP Interests, LLC
|
Cheniere
Creole Trail Pipeline, L.P.
|
General
Partnership Interest
|
N/A
|
0%
|
1
|
|
Cheniere
Corpus Christi Pipeline, L.P.
|
General
Partnership Interest
|
N/A
|
0%
|
0
|
|
|
Xxxxxxxx
Xxxxxxxx Xxxxx XX, Inc.
|
Cheniere
Southern Trail Pipeline, L.P.
|
General
Partnership Interests
|
N/A
|
0%
|
1
|
|
Grand
Cheniere Pipeline, LLC
|
Cheniere
Creole Trail Pipeline, L.P.
|
Limited
Partnership Interest
|
N/A
|
100%
|
1
|
|
Cheniere
Corpus Christi Pipeline, L.P.
|
Limited
Partnership Interest
|
N/A
|
100%
|
1
|
|
|
Cheniere
Southern Trail Pipeline, L.P.
|
Limited
Partnership Interest
|
N/A
|
100%
|
1
|
|
NY\1544177.5
III. Pledged
Stock
|
Grantor
|
Issuer
|
# of Shares Owned
|
Total Shares Outstanding
|
% of Ownership Interest
|
Certificate No.
|
Par Value
|
|
Cheniere
Midstream Holdings, Inc.
|
Cheniere
LNG Services, Inc.
|
1,000
|
1,000
|
100%
|
2
|
$0.01
|
|
Cheniere
Energy Operating Co., Inc.
|
1,000
|
1,000
|
100%
|
49
|
No
Par Value
|
|
|
Cheniere
Pipeline Company
|
1,000
|
1,000
|
100%
|
6
|
$0.01
|
|
|
Cheniere
Supply & Marketing, Inc.
|
1,000
|
1,000
|
100%
|
3
|
$0.01
|
|
|
Cheniere
Pipeline Company
|
Cheniere
Southern Trail GP, Inc.
|
1,000
|
1,000
|
100%
|
1
|
$0.01
|
NY\1544177.5
SCHEDULE
1 TO GUARANTEE AND COLLATERAL AGREEMENT
(CREST
ENTITIES)
Part
1. Pledgors
Cheniere
Energy, Inc.
Cheniere
Energy Shared Services, Inc.
Cheniere
LNG O&M Services, LLC
Cheniere
LNG, Inc.
Cheniere
LNG Terminals, Inc.
Cheniere
LNG Holdings, LLC
Part
2. Intercompany Loan
Parties
Cheniere
Energy, Inc.
Cheniere
Energy Shared Services, Inc.
Cheniere
LNG O&M Services, LLC
Cheniere
LNG, Inc.
Cheniere
LNG Terminals, Inc.
Cheniere
LNG Holdings, LLC
Cheniere
Marketing, LLC (formerly Cheniere Marketing, Inc.)
Corpus
Christi LNG, LLC
Creole
Trail LNG, L.P.
NY\1544177.5
SCHEDULE
4.07(a) TO GUARANTEE AND COLLATERAL AGREEMENT
(CREST
ENTITIES)
DESCRIPTION
OF PLEDGED EQUITY INTERESTS
I. Pledged LLC
Interests
|
Grantor
|
Issuer
|
# of Shares Owned
|
Total Shares Outstanding
|
% of Ownership Interest
|
Certificate No. (if any)
|
|
Cheniere
Energy Shared Services, Inc.
|
Cheniere
LNG O&M Services, LLC
|
1,000
units
|
1,000
units
|
100%
|
1
|
|
Cheniere
LNG, Inc.
|
Corpus
Christi LNG, LLC
|
333
units
|
1,000
units
|
33.3%
|
6
|
|
Cheniere
Marketing, LLC
|
10
|
1,000
units
|
1%
|
0
|
|
|
Xxxxxxxx
XXX Holdings, LLC
|
Cheniere
Common Units Holding, LLC
|
1,000
units
|
1,000
units
|
100%
|
0
|
|
Xxxxxxxx
XXX Terminals, Inc.
|
Cheniere
LNG Holdings, LLC
|
1,000
units
|
1,000
units
|
100%
|
4
|
|
Corpus
Christi LNG, LLC
|
667
units
|
1,000
units
|
66.7%
|
7
|
|
|
Cheniere
Marketing, LLC
|
990
|
1,000
units
|
99%
|
2
|
II. Pledged Partnership
Interests
|
Grantor
|
Issuer
|
Type of
Partnership Interest
|
Total Shares Outstanding
|
% of Ownership Interest
|
Certificate No. (if any)
|
|
Cheniere
LNG, Inc.
|
Creole
Trail LNG, L.P.
|
General
Partnership Interest
|
N/A
|
0%
|
0
|
|
Xxxxxxxx
XXX Terminals, Inc.
|
Creole
Trail LNG, L.P.
|
Limited
Partnership Interest
|
N/A
|
100%
|
1
|
NY\1544177.5
III. Pledged
Stock
|
Grantor
|
Issuer
|
# of Shares Owned
|
Total Shares Outstanding
|
% of Ownership Interest
|
Certificate No.
|
Par Value
|
|
Cheniere
Energy, Inc.
|
Cheniere
LNG, Inc.
|
1,000
|
1,000
|
100%
|
3
|
$0.01
|
|
Cheniere
Energy Shared Services, Inc.
|
1,000
|
1,000
|
100%
|
5
|
$0.01
|
|
|
Cheniere
Midstream Holdings, Inc.
|
1,000
|
1,000
|
100%
|
1
|
$0.01
|
|
|
Cheniere
LNG, Inc.
|
Cheniere
LNG Terminals, Inc.
|
1,000
|
1,000
|
100%
|
4
|
$.01
|
NY\1544177.5
