0001193125-13-458389 Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
Limited Liability Company Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of Cheniere Energy Partners LP Holdings, LLC (the “Company”), dated as of [—], 2013, is entered into by and effectuated by Cheniere Energy, Inc. (“CEI”), a Delaware corporation, as the sole Member of the Company.

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FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE GP HOLDING COMPANY, LLC (a Delaware Limited Liability Company)
Limited Liability Company Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as further amended, supplemented or restated from time to time, this “Agreement”) of CHENIERE GP HOLDING COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of [—], 2013, is adopted, executed and agreed to by Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (“Cheniere Holdings”), and Cheniere LNG Terminals, LLC, a Delaware limited liability company (“Terminals”), as the Members of the Company.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).

Sabine Pass Liquefaction, LLC Houston, Texas 77002 Attention: Treasurer Telephone: 713-375-5290 Fax: 713-375-6000 Email: graham.mcarthur@cheniere.com Re: Waiver and Assignment of O&M Agreement; Amendment to Common Terms Agreement Ladies and Gentlemen:
Common Terms Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas

Reference is made to (a) the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Sabine Pass Liquefaction, LLC (“Borrower”), each Secured Debt Holder Group Representative, each Secured Hedge Representative and each Secured Gas Hedge Representative party thereto from time to time and Société Générale as the Intercreditor Agent and the Common Security Trustee, (b) the Intercreditor Agreement, dated as of May 28, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Intercreditor Agreement”), by and among each Secured Debt Holder Group Representative, each Secured Hedge Representative and each Secured Gas Hedge Representative party thereto from time to time, the Intercreditor Agent and the Common Security Trustee, (c) the Amended and Restated Credit Agreement (Term Loan A), dated as of May 28, 2013 (as amended, amen

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