NON-RECOURSE GUARANTYNon-Recourse Guaranty • May 9th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas
This NON-RECOURSE GUARANTY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of May 5, 2008, is made by CHENIERE ENERGY, INC., a Delaware corporation (the “Guarantor”), in favor of CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), for the benefit of (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of May 5, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), the Loan Parties signatory thereto, the Lenders from time to time party thereto, Credit Suisse, as Administrative Agent, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”), and as a Lender and (ii) the other Secured Part
PLEDGE AGREEMENTPledge Agreement • May 9th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas
This PLEDGE AGREEMENT, dated as of May 5, 2008 (together with all amendments, restatements, supplements or other modifications, if any, from time to time hereto, this “Agreement”) among CHENIERE LNG HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), GRAND CHENIERE PIPELINE, LLC, a Delaware limited liability company (“GCP LP”), CHENIERE PIPELINE GP INTERESTS, LLC, a Delaware limited liability company (“GCP GP” and, together with the Holdings and GCP LP, the “Pledgors” and, each, a “Pledgor”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined herein).
CHANGE ORDER FORM (for use when the Parties execute the Change Order pursuant to Section 32 of the General Conditions)Cheniere Energy Inc • May 9th, 2008 • Crude petroleum & natural gas
Pay item for 58,243 CY of additional Wetlands Mitigation Material Fly Ash Stabilization as described in the revised Exhibit “C” Quantities, Pricing and Data, dated November 26, 2007.
CHANGE ORDER FORMCheniere Energy Inc • May 9th, 2008 • Crude petroleum & natural gas
This change is at Cheniere’s request to use nitrogen as an additional means to preserve the internal integrity of the pipe after hydrostatic testing, dewatering, gauging, cleaning and drying operations are completed. Immediately after drying, the pipeline will be purged with nitrogen, the line shut-in, and then pressurized with nitrogen to 5 psig.
SECURITY AGREEMENT between CHENIERE COMMON UNITS HOLDING, LLC and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent Dated as of May 5, 2008Security Agreement • May 9th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of May 5, 2008, (this “Agreement”) between CHENIERE COMMON UNITS HOLDING, LLC, a Delaware limited liability company (the “Grantor”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of May 5, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Grantor, the other Loan Parties (as defined below) signatory thereto, the Lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as the Administrative Agent, as the Collateral Agent and as a Lender, and (ii) the other Secured Parties (as hereinafter defined).
SCHEDULE D-1 CHANGE ORDER FORM (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1B or 6.2C)Cheniere Energy Inc • May 9th, 2008 • Crude petroleum & natural gas
The Agreement between the Parties listed above is changed as follows: Per the terms and conditions outlined under Article 6.2-B of the Construction Agreement for Segment 3A project between Cheniere Creole Trail Pipeline, L.P. and Sheehan Pipe Line Construction Company dated January 10, 2007; Cheniere will compensate Sheehan Pipe Line Co. for various M-Items including: Item M-10 (3) additional 42” cut and bevels, Item M-26 577 feet of safety fence, Item M-31 additional Depth Ditch (3,536’ of 1’ extra depth, and 3,900’ of 2’ extra depth), and Item M-33 20 cubic yards of flowable fill.
Schedule D-1 CHANGE ORDER FORMCheniere Energy Inc • May 9th, 2008 • Crude petroleum & natural gas
Provide labor and equipment for a second push crew (stick) for the remainder of the project. This change order is for the net increase in cost for the substitution of the Stick Push Crew in place of the Automatic Push Crew for a number of joints. Progress payments will be made on net footage laid by the Stick Push Crew at approximately $94.61 per foot for the 36,427’ shown in the Sunland schedule. Reconciliation of final payment will be made after all pipe is laid and footage between the Automatic and Stick push sites is totaled.
CREDIT AGREEMENT dated as of May 5, 2008 among CHENIERE COMMON UNITS HOLDING, LLC, as Borrower THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and a LenderCredit Agreement • May 9th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of May 5, 2008 (this “Agreement”), among CHENIERE COMMON UNITS HOLDING, LLC, a Delaware limited liability company (the “Borrower”), the LOAN PARTIES signatory hereto, the LENDERS from time to time party hereto and CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and as a Lender.
Schedule D-1 CHANGE ORDER FORMCheniere Energy Inc • May 9th, 2008 • Crude petroleum & natural gas
Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previous issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.
SCHEDULE D-1 CHANGE ORDER FORMCheniere Energy Inc • May 9th, 2008 • Crude petroleum & natural gas
