Common use of Introductory Clause in Contracts

Introductory. Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass LiquefactionDynatech Corporation, a Massachusetts corporation ("Dynatech" or the "Company") and its wholly owned subsidiary TTC Merger Co. LLC, a Delaware limited liability company ("TTC Merger Co" and, together with Dynatech, the “Company”)"Initial Issuers") propose, agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC") and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the Purchasers in the aggregate U.S.$2,000,000,000 "Initial Purchasers") U.S.$275,000,000 principal amount of its 5.7509 3/4% Senior Secured Subordinated Notes due 2024 Due 2008 (the “"Notes”). The Notes shall ") to be issued under an indenture dated as of February 1May 21, 2013 1998 (the “Base "Indenture”)") among Dynatech, between the Company TTC Merger Co, and The State Street Bank of New York Mellonand Trust Company, a Massachusetts trust company, as Trustee (the “"Trustee”) as supplemented by a fourth supplemental indenture that will be dated as "). Immediately after the issuance of May 20, 2014, relating to the Notes (on the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in Section 3 below), (i) TTC Merger Co will be merged into Telecommunications Techniques Co., LLC, a Delaware limited liability company to be formed prior to the Amended Closing Date (as defined below) ("TTC"), with TTC as the surviving company (the "Second Merger"), (ii) TTC will succeed to and Restated Common Terms Agreementassume all of the obligations under the Indenture and the Notes and (iii) Dynatech will be released from its obligations as a primary obligor under the Indenture and the Notes. Dynatech will guarantee the monetary obligations of TTC Merger Co and TTC under the Indenture, on a senior subordinated basis (the "Parent Guarantee"). On the Closing Date TTC, Dynatech and the trustee will enter into a supplement to the Indenture, dated as of May 28, 2013 the Closing Date (the “Common Terms Agreement”"First Supplemental Indenture") whereby TTC will confirm its assumption of all of the obligations under the Indenture and Dynatech will confirm its obligations under the Parent Guarantee. As a result of the Second Merger and other transactions related thereto, TTC will be a wholly-owned subsidiary of Dynatech and the direct or indirect parent company of all of Dynatech's other active subsidiaries, including Itronix Corporation, a Washington corporation ("Itronix"), among Industrial Computer Source Inc., a California corporation ("ICS"), AIRSHOW Inc., a California corporation ("AIRSHOW") and da Vinci Systems, Inc., a Florida corporation ("da Vinci"). TTC, Itronix ICS, AIRSHOW and da Vinci are collectively referred to as the "Subsidiaries" of the Company. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Secured Debt Holder Group Representatives "Securities Act"), and may be offered and sold only (1) outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and (2) in the United States to qualified institutional buyers (as defined therein), in Rule 144A under the Secured Hedge Representatives Securities Act) in reliance on Rule 144A under the Securities Act (as defined therein), the Secured Gas Hedge Representatives "Rule 144A") (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)such Notes to be represented by one or more global Notes in registered form). The holders Holders (including the Initial Purchasers and their direct and indirect transferees) of the Notes will be entitled to the benefits of a Registration Rights Agreement dated Agreement, substantially in the form attached hereto as of the Closing Date (as hereinafter defined) between the Company and the Purchasers Annex I (the “"Registration Rights Agreement”"), pursuant to which the Company agrees Dynatech and TTC each will agree to use its reasonable best efforts to file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering the exchange of registered notes for the Notes or resale of the Notes (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”"Exchange Offer Registration Statement") with terms substantially registering an issue of senior subordinated notes of TTC (including the Parent Guarantee) (the "Exchange Securities") which are identical in all material respects to the Notes (except that the “Exchange Notes”Securities will not contain terms with respect to transfer restrictions or with respect to additional interest) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass Liquefaction▇▇▇▇ Financial Partners, LLCL.P., a Delaware limited liability company partnership (the “CompanyOperating Partnership”), agrees with the initial purchasers named in Schedule A hereto purchaser (the “PurchasersPurchaser”) ), subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the Purchaser $50,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.7508.0% Exchangeable Senior Secured Notes due 2024 2016 (the “NotesFirm Securities”) and also proposes to grant to the Purchaser an option, exercisable from time to time by the Purchaser, to purchase an aggregate of up to an additional $7,500,000 principal amount (“Optional Securities”) of its 8.0% Exchangeable Senior Notes due 2016. The Firm Securities and the Optional Securities will be guaranteed (the “Guarantee”) by ▇▇▇▇ Financial Corp., a Maryland corporation (the “Guarantor”). The Notes shall Firm Securities, the Optional Securities and the Guarantee are collectively referred to herein as the “Offered Securities.” The Offered Securities will be issued under an indenture indenture, to be dated as of February 1November 25, 2013 (the “Base Indenture”), between to be entered into among the Company Operating Partnership, the Guarantor and The U.S. Bank of New York MellonNational Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as ). For the avoidance of May 20doubt, 2014, relating all references to the Notes (subsidiaries of the “Fourth Supplemental Indenture”, and together with Guarantor shall include the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Operating Partnership. The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement Agreement, to be dated as of the Closing Date (as hereinafter defined) November 25, 2013, between the Company Guarantor and the Purchasers Purchaser (the “Registration Rights Agreement”), pursuant to which the Company Guarantor agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes Underlying Shares, as hereinafter defined, under the Securities Act of 1933(as defined below). The Operating Partnership, as amended the Guarantor and ▇▇▇▇ REIT Management, LLC, a Delaware limited liability company (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange NotesAdvisor”). The Company hereby agrees , hereby, jointly and severally, agree with the Purchasers Purchaser as follows:

Introductory. Sabine Pass Liquefaction▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $50,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 7.75% Senior Secured Notes due 2024 2019 (the “Notes”). RBS Securities Inc., has agreed to act as the representative of the Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes shall Securities (as defined below) will be issued under an pursuant to that certain indenture (the “Indenture”), dated as of February 1March 16, 2013 2011, among the Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Base IndentureTrustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The Bank payment of New York Mellonprincipal of, as Trustee premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the “TrusteeGuarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as supplemented by a fourth supplemental indenture that will be dated as the “Securities.” The Company has previously issued $300,000,000 aggregate principal amount of May 20, 2014, relating to the Notes (the “Fourth Supplemental Existing Notes”) under the Indenture”, . The Securities constitute “Additional Securities” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package and together with the Base IndentureFinal Offering Memorandum, the “Securities will have terms identical to the Existing Notes and will be treated as a single class of debt securities for all purposes under the Indenture”). The Notes will be secured by Securities are being issued for the Collateral (as herein defined), on which purposes set forth in the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Pricing Disclosure Package (as defined in below) under the Amended caption “Use of Proceeds.” The issuance and Restated Common Terms Agreement, dated sale of the Securities and the other related transactions described herein are collectively referred to as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). Transactions.” The holders of the Notes Securities will be entitled subject to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”)) among the Company, the Initial Guarantors and the Initial Purchasers, pursuant to which the Company agrees and the Guarantors will agree to file with the Commission (as defined below) (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933debt securities of the Company and the guarantees of the Guarantors under the Indenture, as amended (the “Securities Act”) each respectively with terms substantially identical to the Notes (the “Exchange Notes”)) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Company hereby understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package. The Securities are to be offered and sold to the Initial Purchasers without being registered with the Purchasers Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).

Introductory. Sabine Pass LiquefactionClean Harbors, LLCInc., a Delaware limited liability company Massachusetts corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the “Purchasers”) $150,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750% 11¼% Senior Secured Notes due 2024 Due 2012 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture dated as of February 1June 30, 2013 2004 (the “Base Indenture”), between by and among the Company Company, the Guarantors and The U.S. Bank of New York MellonNational Association, as Trustee trustee (the “Trustee”), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes amended (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “IndentureSecurities Act”). The Notes Offered Securities will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee unconditionally guaranteed (the “Common Security TrusteeSubsidiary Guarantees”) on a senior secured basis by the Company’s domestic subsidiaries listed on the signature page hereof (collectively, the “Guarantors”), in accordance with . The Company and the Guarantors to be party to the Indenture on the Closing Date (as defined below) are referred to collectively as the “Issuers.” The holders of the Offered Securities will be entitled to the benefits of the Security Documents (as defined in the Amended Indenture) and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of June 30, 2004, among the Closing Date (as hereinafter defined) between the Company Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees Issuers agree to file a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the exchange offering of registered senior notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange NotesSecurities”) identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to transfer restrictions) to be offered in exchange for the Offered Securities (the “Exchange Offer”) and, if required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities. Pursuant to the Security Documents, the Issuers have agreed, among other things, to grant to Credit Suisse First Boston, acting through its Cayman Islands Branch, as collateral agent (the “Collateral Agent”), for the benefit of the Trustee and the holders of the Offered Securities a second priority security interest in and lien on the Collateral (as defined in the Security Agreement described in Section 2(oo)), subject to certain exceptions and otherwise in accordance with the terms of the Indenture and the Security Documents and as described in the Offering Circular. The Company Issuers, jointly and severally, hereby agrees agree with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCEl Paso Production Holding Company, a Delaware limited liability company corporation (the “Company”"COMPANY"), agrees with the initial purchasers named in Schedule A hereto a wholly owned subsidiary of El Paso Corporation, a Delaware corporation (the “Purchasers”) "EPC"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 "PURCHASERS") U.S.$1,200,000,000 principal amount of its 5.7507.75% Senior Secured Notes due 2024 2013 (the “Notes”). The Notes shall "OFFERED SECURITIES") to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreementindenture, dated as of May 2823, 2013 2003 (the “Common Terms Agreement”"INDENTURE"), among between the Company, the Secured Debt Holder Group Representatives Guarantors (as defined therein)below) and Wilmington Trust Company, as Trustee. The Offered Securities will be unconditionally guaranteed (a "GUARANTEE") by each of the Secured Hedge Representatives entities listed in Schedule B herein (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"GUARANTORS"). The holders United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Notes Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between ), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "REGISTRABLE SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering under the exchange of registered notes for the Notes or resale of the Notes circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”"EXCHANGE OFFER REGISTRATION STATEMENT") with terms substantially identical relating to the Company's 7.75% Senior Notes due 2013 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “"EXCHANGE SECURITIES"), with Guaranties endorsed thereon by the Guarantors, to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guaranties thereof or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Notes”)Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable best efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities, the Guaranties to be endorsed thereon, the Exchange Securities and the Guaranties to be endorsed thereon are referred to collectively as the "SECURITIES". The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “CompanySeller” or “Depositor”), agrees and Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with the initial purchasers named in Schedule A hereto Citigroup Global Markets Inc. (the “PurchasersRepresentative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) subject listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2022-3, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and conditions stated hereinCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to issue and sell to the Purchasers Underwriters the Issued Notes specified in Section 3 of the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 Terms Exhibit (the “Notes”). The Notes shall be issued under an indenture dated as assets of February 1, 2013 the Issuer (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “TrusteeTrust Estate”) as supplemented by a fourth supplemental indenture that will be dated as consist of May 20all money, 2014accounts, relating to chattel paper, general intangibles, goods, instruments, investment property and other property of the Notes Issuer, including without limitation (i) the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured Receivables acquired by the Collateral (as herein defined), on which Issuer under the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended Sale and Restated Common Terms Servicing Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Sale and Servicing Agreement”), by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to which the Company agrees Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to file a registration statement time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with terms substantially identical the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the Notes (and the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:method of distribution thereof.

Introductory. Sabine Pass Liquefaction, Drive Auto Receivables LLC, a Delaware limited liability company (the “CompanySeller”), agrees with the initial purchasers named in Schedule A hereto Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “PurchasersIssuer”) subject and Drive Consumer USA Inc., an Illinois corporation (“Drive Consumer”), confirm their agreement with [List underwriters] (collectively, the “Underwriters”) as follows: The Seller proposes to the terms and conditions stated herein, to issue and sell to the Purchasers Underwriters the notes of the classes designated in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 applicable Terms Agreement (the “Notes”). The Notes shall are to be issued by the Issuer under an indenture dated as of February 1, 2013 the Indenture (the “Base Indenture”), dated as of the Closing Date, between the Company Issuer and The Bank of New York Mellon[ ], as Trustee indenture trustee (the “Indenture Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured collateralized by the Collateral Trust Estate (as herein defineddefined below), on which . The assets of the Company has granted a security interest to Société Générale, as common security trustee Issuer (the “Common Security TrusteeTrust Estate”)) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (i) all right, title, and interest of the Seller in accordance with and to the Security Documents (as defined in Contracts acquired by the Amended Issuer under the Sale and Restated Common Terms Servicing Agreement, dated as of May 28the Closing Date, 2013 by and among the Seller, the Issuer, Drive Consumer and the Indenture Trustee (the “Common Terms Sale and Servicing Agreement”)) and all monies due thereunder after the applicable Cut-Off Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, among credit life or disability, or other insurance policies maintained by the CompanyObligors thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the Secured Debt Holder Group Representatives related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (as defined v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date; (vii) the Trust Accounts and all funds on deposit from time to time and all rights of the Seller therein), ; (viii) the Secured Hedge Representatives related Contract Files; and (as defined therein), ix) the Secured Gas Hedge Representatives (as defined therein), proceeds of any and all of the Common Security Trustee foregoing. The Contracts and the Intercreditor Agent (as defined therein)). The holders of the Notes Related Security will be entitled conveyed to the benefits of a Registration Rights Agreement Seller by Drive Consumer pursuant to the Contribution Agreement, dated as of the Closing Date (as hereinafter defined) Date, between the Company Seller and the Purchasers Drive Consumer (the “Registration Rights Contribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class [ ] Notes (the “Swap Agreement”).] [On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the [Class A] Notes.] [On the Closing Date, pursuant the Issuer will enter into a Letter of Credit Reimbursement Agreement with the Letter of Credit Bank and the Letter of Credit Bank will issue the Reserve Account Letter of Credit.] The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to which the Company agrees to file a registration statement Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-[ ]), including a form of prospectus, relating to the Notes. The registration statement [as amended] has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with terms substantially identical the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Exchange NotesProspectus.”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCiStar Inc., a Delaware limited liability company Maryland corporation (the “Company”), agrees confirms its agreement with J.▇. ▇▇▇▇▇▇ Securities LLC (“JPM”) and the initial purchasers other several underwriters named in Schedule A hereto (collectively, the “PurchasersUnderwriters”) subject ), with respect to the terms sale by the Company and conditions stated hereinthe purchase by the Underwriters, to issue acting severally and sell to not jointly, of the Purchasers respective principal amounts set forth in the such Schedule A of $100,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 4.75% Senior Secured Notes due 2024 (the “NotesSecurities”). JPM has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Notes shall Securities will be issued under pursuant to an indenture Indenture, dated as of February 15, 2013 2001, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-third Supplemental Indenture, dated as of September 16, 2019, between the Company and The Bank of New York Mellon, as the Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes Securities (the “Fourth Supplemental Indenture”such supplemental indenture, and together with the Base Indenture, the “Indenture”). The Notes Securities will be secured by issued only in book-entry form in the Collateral (as herein defined), on which the Company has granted a security interest to Société Généralename of Cede & Co., as common security trustee nominee of The Depository Trust Company (the “Common Security TrusteeDepositary”)) pursuant to a letter of representations, in accordance with to be dated on or before the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”Section 2 hereof), among the Company, the Secured Debt Holder Group Representatives Trustee and the Depositary. The Company previously issued on September 16, 2019 (the “Original Issue Date”), an aggregate principal amount of $675,000,000 of 4.75% Senior Notes due 2024 (the “Existing Securities”) under the Indenture. The Securities to be sold by the Company and purchased by the Initial Purchasers pursuant to this Agreement constitute an additional issuance of the Company’s Existing Securities. Except as otherwise described in the Pricing Disclosure Package (as defined thereinbelow), the Secured Hedge Representatives (as defined therein), Securities will have identical terms to the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Existing Securities and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to treated as a single class with the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Existing Securities. This Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the Indenture are referred to herein as the “CommissionTransaction Documents.”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass LiquefactionSonic Automotive, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $210,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 9.0% Senior Secured Subordinated Notes due 2024 2018 (the “Notes”). The Notes shall be issued under an indenture dated Banc of America Securities LLC has agreed to act as the representative of February 1, 2013 the several Initial Purchasers (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “TrusteeRepresentative”) in connection with the offering and sale of the Notes. The Securities (as supplemented by a fourth supplemental indenture that defined below) will be issued pursuant to an indenture, to be dated as of May 20March 12, 2014, relating to the Notes 2010 (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives Guarantors (as defined thereinbelow) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket issuer letter of representations, dated November 19, 2003 (the “DTC Agreement”), between the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Company and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defineddefined below) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company agrees and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company hereby agrees has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 9, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 9, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Purchasers Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as follows:the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Sabine Pass LiquefactionRenewable Energy Group, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with proposes, upon the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to for whom Credit Suisse is acting as representative (in such capacity, the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 “Representative”) U.S. $550,000,000 principal amount of its 5.7505.875% Senior Secured Green Notes due 2024 2028 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture dated as of February 1indenture, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will to be dated as of May 20, 2014, relating to the Notes 2021 (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives Guarantors (as defined therein)below) and UMB Bank, N.A., as trustee (the Secured Hedge Representatives “Trustee”) and as collateral trustee (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)“Collateral Trustee”). The holders Company’s obligations under the Offered Securities will be irrevocable and unconditionally guaranteed, jointly and severally, as to the payment of principal and interest by the guarantors listed in Schedule C hereto (the “Guarantors” and such guarantees, the “Guarantees”). As used herein, the term “Offered Securities” shall include the Guarantees, unless the context otherwise requires. The Offered Securities will be secured, subject to the ABL Intercreditor Agreement, Permitted Prior Liens and Permitted Liens (each as defined in the Indenture), by liens on substantially all of the Notes will be entitled to the benefits existing and future property and assets of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers Guarantors (collectively, the “Registration Rights AgreementCollateral”), pursuant to which as more particularly described in the Company agrees to file a registration statement with General Disclosure Package (as defined below) and documented by the Securities Security Documents, the ABL Intercreditor Agreement and Exchange Commission the Collateral Trust Agreement (each as defined in the “Commission”Indenture). On the Closing Date, the Collateral Trustee will enter into the Collateral Trust Agreement, as collateral trustee, and the ABL Intercreditor Agreement as an Authorized Representative (as defined in the Indenture) registering the exchange of registered notes and for the Notes or resale benefit of the Notes under Purchasers of the Offered Securities Act (and such other holders of 1933, as amended (the “Offered Securities Act”) with terms substantially identical from time to the Notes (the “Exchange Notes”time). The Company hereby agrees Liens on the Collateral securing the Offered Securities and the Guarantees will be shared equally and ratably with the Purchasers other Cash Flow Obligations (as followsdefined in the Indenture). For purposes of this Agreement:

Introductory. Sabine Pass LiquefactionMetal Services Merger Sub Corp., a Delaware corporation (the “Merger Sub”), which is a direct wholly-owned subsidiary of Metal Services Holdco LLC, a Delaware limited liability company (the “CompanyHoldco”), and an indirect wholly-owned subsidiary of Metal Services Acquisition Corp., a Delaware corporation (“Acquiror”) and an affiliate of Onex Partners II LP (“Onex Partners”) agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) ), subject to the terms and conditions stated herein, to issue and sell to the Purchasers several Purchasers, in the respective amounts set forth on Schedule A hereto, an aggregate U.S.$2,000,000,000 of $225,000,000 principal amount of its 5.7509 3/4% Senior Secured Subordinated Notes due 2024 2015 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture indenture, dated as of February 1January 25, 2013 2007, and as supplemented through the Closing Date (the “Base Indenture”), between among the Company (as defined below), Holdco and The Bank of New York MellonYork, as Trustee trustee (the “Trustee”). As used in this Agreement, the term “Issuer” means, prior to the consummation of the Merger (as defined below), Merger Sub and thereafter, the Company (as defined below) as supplemented by a fourth supplemental indenture that will be dated as the surviving entity of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”)Merger. The Notes will be secured by Offered Securities and the Collateral Exchange Securities (as herein defineddefined below), on which the Company has granted a security interest to Société Généralewhen issued, as common security trustee (the “Common Security Trustee”), executed and authenticated in accordance with the Security Documents terms of the Exchange Offer (as defined below) and the Indenture, will be unconditionally guaranteed as to the payment of principal and interest by Holdco and, immediately upon the consummation of the Merger (as defined below), each of the Issuer’s domestic subsidiaries as listed on Schedule B (collectively, the “Subsidiary Guarantors” and, together with Holdco, the “Guarantors” and such guarantees, the “Guarantees”) on a senior subordinated basis. As part of the transactions (the “Transactions”) described under the heading “The Transactions” in the Amended Preliminary Offering Circular (as defined below) and Restated Common Terms the Final Offering Circular (as defined below), Merger Sub shall acquire all of the issued and outstanding capital stock of Tube City IMS Corporation, a Delaware corporation (“Tube City IMS” or the “Company”) pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of May 28November 10, 2013 2006 (the “Common Terms Stock Purchase Agreement”), by and among, Mill Services Holdings, LLC, a Delaware limited liability company and an affiliate of Wellspring Capital Partners III, L.P., the other sellers party thereto and Acquiror. Acquiror has assigned its rights under the Stock Purchase Agreement to Merger Sub. Following the Transactions, Merger Sub will merge (the “Merger”) with and into Tube City IMS with Tube City IMS continuing as the surviving entity. In connection with the Transactions, (i) Onex Partners (together with its affiliates, “Onex”) and certain members of the management of the Company (together with Onex, the “Investors”) will contribute an aggregate amount of approximately $217,000,000 to Acquiror (the “Equity Contribution”), which will in turn contribute the funds to Holdco, which will in turn contribute the funds to Merger Sub; (ii) Merger Sub will enter into a senior secured asset-based loan credit agreement (together with the related guarantees and security documents, the “ABL Credit Agreement”), among itself, Holdco, the guarantors named therein, Credit Suisse, as administrative agent, The CIT Group/Business Credit Inc., as collateral agent, and the lenders and agents named therein that will provide for a new senior secured asset-based revolving credit facility providing for up to $165,000,000 of loans and letters of credit; (iii) Merger Sub will enter into a senior secured credit agreement (together with the related guarantees and security documents, the “Term Loan Credit Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), among itself, the guarantors named therein, Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders and agents named therein in an aggregate principal amount of $185,000,000 (consisting of a $165,000,000 senior secured term loan facility and a $20,000,000 synthetic letter of credit facility); (iv) Merger Sub and Holdco will execute the Indenture and, immediately upon the consummation of the Merger, the Company, the Secured Debt Holder Group Representatives Guarantors and the Trustee will have executed a supplemental indenture (the “Supplemental Indenture”) whereby, Tube City IMS will assume all of the obligations of Merger Sub under the Indenture and the Offered Securities and the Guarantors will guarantee the obligations of the Company under the Indenture and the Offered Securities and (v) immediately upon consummation of the Merger, the Company and each Subsidiary Guarantor will execute counterparts to this Agreement (the “Counterparts to this Purchase Agreement”) and counterparts to the Registration Rights Agreement (as defined therein)below) (the “Counterparts to the Registration Rights Agreement”) pursuant to which each such entity will observe and perform all of the respective rights, obligations and liabilities as provided in this Agreement and the Secured Hedge Representatives Registration Rights Agreement (as defined thereinbelow) as if it was an original signatory hereto and thereto. Regardless of the foregoing clauses (iv) and (v), as a result of the Secured Gas Hedge Representatives (as defined therein)Merger, all of Merger Sub’s obligations under the Indenture, the Common Security Trustee Offered Securities, this Agreement (together with the Counterparts to this Purchase Agreement, “this Agreement”) and the Intercreditor Agent (as defined therein))Registration Rights Agreement will, by operation of law, become obligations of the Company. The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defined) between defined below), among the Company Issuer, the Guarantors and the Purchasers (together with the Counterparts to the Registration Rights Agreement, the “Registration Rights Agreement”), pursuant to which the Company agrees Issuer and the Guarantors agree to file (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange NotesOffer Registration Statement”) relating to the Offered Securities in a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “Exchange Securities”), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Company Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” The Issuer and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction▇▇▇▇▇▇▇ Water Products, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $425,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750% the Company’s 7⅜% Senior Secured Subordinated Notes due 2024 2017 (the “Notes”). The Notes shall be issued under an indenture dated Banc of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as of February 1, 2013 representatives (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “TrusteeRepresentatives”) of the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as supplemented by a fourth supplemental indenture that defined below) will be issued pursuant to an indenture, to be dated as of May 20, 2014, relating to the Notes Closing Date (as defined below) (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives Guarantors (as defined thereinbelow) and The Bank of New York, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)“Depositary”). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company agrees and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) registering a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange of registered notes for the Notes or resale (the “Exchange Offer”) and/or (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their respective guarantees (the “Guarantees”). The Notes and the Guarantees included in the Indenture are herein collectively referred to as the “Securities”; and the Exchange Notes and the related guarantees are herein collectively referred to as the “Exchange Securities.” In addition, the Company has commenced, pursuant to the Company’s Offers to Purchase and Consent Solicitation Statement dated May 1, 2007 (the “Offers to Purchase”), a tender offer to purchase any and all outstanding (i) 14¾% Senior Discount Notes due 2014 issued by the predecessor of the Company (the “2014 Notes”) and (ii) 10% Senior Subordinated Notes due 2012 co-issued by the Company’s wholly owned subsidiaries, ▇▇▇▇▇▇▇ Group, LLC and ▇▇▇▇▇▇▇ Group Co-Issuer, Inc. (the “2012 Notes” and, together with the 2014 Notes, the “Existing Notes”) and a solicitation of consents from the holders of the Existing Notes (together, the “Tender Offers”), to amend the indentures relating to the Existing Notes pursuant to supplemental indentures (the “Supplemental Indentures”). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after this Agreement is executed by the parties hereto on the terms set forth in the Pricing Disclosure Package (5:30 p.m. on the date hereof, being the first time when sales of the Securities are made, is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions from the registration requirements thereof. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 11, 2007, (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 16, 2007 (in the form attached hereto as Schedule C, the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with terms substantially identical its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the Notes terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Notes”Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be). The Company and the Guarantors hereby agrees confirm their agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCMSC-Medical Services Company, a Delaware limited liability company Florida corporation (the “Company”), agrees with proposes to issue and sell to the initial purchasers several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) subject to ), acting severally and not jointly, the terms and conditions stated herein, to issue and sell to the Purchasers respective amounts set forth in the such Schedule A of $150,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750% the Company’s Senior Secured Floating Rate Notes due 2024 2011 (the “Notes”). Banc of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as the Initial Purchasers in connection with the offering and sale of the Notes. The Notes shall will be issued under pursuant to an indenture indenture, to be dated as of February 1on or about June 21, 2013 2005 (the “Base Indenture”), between the Company and The Bank Company, MCP-MSC Acquisition, Inc., the parent corporation of New York Mellonthe Company, as Trustee guarantor (the “Holdings”) and U.S. Bank National Association, as trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). Notes issued in book-entry form will be dated issued in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepository”) pursuant to a letter of representations, and together with to be dated on or before the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Section 2) (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Depository. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers on or about June 21, 2005 (the “Registration Rights Agreement”), among the Company, Holdings and the Initial Purchasers, substantially in the form of Exhibit C hereto, pursuant to which the Company agrees and Holdings will agree to file on or prior to March 31, 2006 a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes Exchange Securities (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). The payment of principal of, premium, interest and, Additional Interest (as defined in the Registration Rights Purchase Agreement) with terms substantially identical to if any, on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior secured basis by (i) Holdings, the direct parent corporation of the Company, and (ii) any domestic subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (each guarantee described in clause (i) or (ii) being a “Exchange NotesGuarantee”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities”. Pursuant to the security and pledge documents to be dated as of the Closing Date (together, the “Security Documents”) each among the Company, Holdings, U.S. Bank National Association as collateral agent (the “Collateral Agent”), and the other parties thereto, the Securities are secured by a lien on substantially all of the Company’s and Holdings’ existing and future tangible and intangible property and assets, as well as 100% of the capital stock of the Company hereby agrees and each domestic subsidiary of the Company and Holdings and 65% of the capital stock of each direct foreign subsidiary of the Company and Holdings, as so described in the Security Documents, subject to the limitations specified therein (the “Collateral”). Pursuant to an intercreditor agreement among the Collateral Agent, the administrative agent under the Revolving Credit Agreement (as defined below), the Company and Holdings, the lien created by the Security Documents is subordinated in rank to the lien on the Collateral created by the security agreements entered into by the Company, Holdings and such administrative agent to secure the Company’s and Holdings obligations under the Revolving Credit Agreement. The Securities are being issued and sold in connection with the refinancing (the “Refinancing”) of a portion of the Company’s indebtedness incurred in connection with the acquisition of the Company by investment funds affiliated with Monitor Clipper Partners, LLC, certain institutional investors and members of the Company’s management, which was completed on March 31, 2005. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 3, 2005 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Company’s Offering Memorandum, dated June 15, 2005, including amendments or supplements thereto and any exhibits thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase the Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company pursuant to Section 3. The Company and Holdings hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass LiquefactionCSK Auto, LLCInc., a Delaware limited liability company an Arizona corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC, L▇▇▇▇▇ Brothers Inc., J.▇. ▇▇▇▇▇▇ Securities Inc., P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and Banc of America Securities LLC (the Purchasers in the aggregate U.S.$2,000,000,000 “Purchasers”) U.S. $225,000,000 principal amount of its 5.7507% Senior Secured Subordinated Notes due 2024 2014 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below), among the Company, the guarantors named therein (each, a “Guarantor,” and collectively, the “Guarantors”) between and The Bank of New York, as trustee (the Company “Trustee”). The Offered Securities will be irrevocably and unconditionally guaranteed (the Purchasers “Guarantees”) as to payment of principal, premium, if any, interest and Liquidated Damages (as defined in the Indenture), if any, on a senior basis, jointly and severally by each of the Guarantors. The United States Securities Act of 1933 is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), pursuant to which be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company agrees and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering under the exchange of registered notes for the Notes or resale of the Notes circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange NotesOffer Registration Statement”) relating to the Company’s 7% Senior Subordinated Notes due 2014 in a like aggregate principal amount of the Offered Securities as the Company issued under the Indenture, identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and the rights provided in the Registration Rights Agreement) and registered under the Securities Act (the “Exchange Securities”), with guarantees endorsed thereon by the Guarantors to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and the Guarantees thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities”. The Company hereby agrees with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCThe Trust and The Empire District Electric Company, a Delaware limited liability company Kansas corporation, as depositor of the Trust and as guarantor (the “Company”)” and, agrees together with the initial purchasers named in Schedule A hereto (Trust, the “PurchasersIssuers”) subject to propose that the terms and conditions stated herein, to Trust issue and sell from time to time trust preferred securities registered under the registration statement referred to in Section 3(a), representing beneficial interests in the Trust (“Preferred Securities”) guaranteed on a junior subordinated basis by the Company as to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount payment of its 5.750% Senior Secured Notes due 2024 (the “Notes”). The Notes shall be issued under an indenture dated distributions, and as of February 1to payments on liquidation or redemption, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will extent set forth in a guarantee agreement to be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below) (the “Guarantee”) between the Company and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Guarantee Trustee”). The particular terms of the Preferred Securities, including distribution rate, liquidation amount, maturity and redemption provisions will be set forth in the Purchase Agreement. The Trust is to purchase, with the proceeds of the sale of the Preferred Securities and the sale of its common securities (the “Common Securities”) to the Company, a series of corresponding junior subordinated debentures (the “Corresponding Debt Securities”) of the Company. The Corresponding Debt Securities will be issued under an Indenture, dated as of September 10, 1999 (“Original Indenture”), by and between the Company and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Indenture Trustee”), as supplemented and amended, including by a Securities Resolution (as defined in the Indenture) pertaining to the particular series of Corresponding Debt Securities involved in the offering (the Original Indenture as so amended and supplemented, the “Indenture”) and will have terms corresponding to the applicable series of Preferred Securities and other terms, with all of such terms being determined at the time of sale and being as set forth in the Securities Resolution relating to such series of Corresponding Debt Securities. The Preferred Securities referred to in Schedule A of the Purchase Agreement are hereinafter referred to as the “Purchased Preferred Securities.” The firm or firms, as the case may be, which agree to purchase the Purchased Preferred Securities are hereinafter referred to as the “Purchasers” of such Purchased Preferred Securities. The terms “you” and “your” refer to those Purchasers (or the Purchaser) who sign the Purchase Agreement either on behalf of themselves (or itself) only or on behalf of the several Purchasers named in Schedule A thereto, as the case may be. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act of 1933, as amended (the “Act”), as such section applies to the respective Purchasers (the “Registration Rights AgreementEffective Time”), pursuant including (i) all documents filed as a part thereof or incorporated or deemed to which be incorporated by reference therein (other than the Company agrees to file Statements of Eligibility and Qualification of the trustees (the “Forms T-1”)) and (ii) any information contained or incorporated by reference in a registration statement prospectus filed with the Securities and Exchange Commission (the “Commission”) registering pursuant to Rule 424(b) under the exchange of registered notes for Act, to the Notes extent such information is deemed, pursuant to Rule 430A, Rule 430B or resale Rule 430C under the Act, to be part of the Notes Registration Statement at the Effective Time. The Issuers have furnished to you, for use by the Purchasers and by dealers in connection with the offering of the Purchased Preferred Securities, copies of one or more preliminary prospectus supplements, and the documents incorporated by reference therein, relating to the Purchased Preferred Securities. Except where the context otherwise requires, “Pre-Pricing Prospectus,” as used herein, means each such preliminary prospectus supplement, in the form so furnished, together with any base prospectus (whether or not in preliminary form) included in the Registration Statement furnished to you by the Issuers and attached to or used with such preliminary prospectus supplement. Except where the context otherwise requires, “Base Prospectus,” as used herein, means any such base prospectus and any base prospectus furnished to you by the Issuers and attached to or used with the Prospectus Supplement (as defined below). Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Purchased Preferred Securities, filed by the Issuers with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), in the form furnished by the Issuers to you for use by the Purchasers and by dealers in connection with the offering of 1933the Purchased Preferred Securities. Except where the context otherwise requires, “Prospectus,” as amended (used herein, means the Prospectus Supplement together with the Base Prospectus attached to or used with the Prospectus Supplement. “Securities Act”) with terms substantially identical Permitted Free Writing Prospectuses,” as used herein, means the documents listed on Schedule B to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Purchase Agreement.

Introductory. Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.7505.625% Senior Secured Notes due 2024 2025 (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth sixth supplemental indenture that will be dated as of May 20March 3, 20142015, relating to the Notes (the “Fourth Sixth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCRegal Cinemas Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with the initial purchasers several underwriters named in Schedule A hereto (the “Purchasers”) "Underwriters"), for whom Credit Suisse, Barclays Capital Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc. are acting as representatives (collectively, the "Representatives"), subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 several Underwriters $250,000,000 principal amount of its 5.7508.625% Senior Secured Notes due 2024 2019 (the “Notes”"Offered Securities"). The Notes shall , to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreementindenture, dated as of May 28July 15, 2013 2009 (the “Common Terms Agreement”"Original Indenture"), among the Company, the Secured Debt Holder Group Representatives guarantors named therein (the "Guarantors" and each a "Guarantor") and U.S. Bank National Association, as defined therein)Trustee, to be amended and supplemented by the Secured Hedge Representatives (as defined therein)First Supplemental Indenture thereto, the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will to be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between defined below), among the Company, the Guarantors and Trustee (the "First Supplemental Indenture," and collectively with the Original Indenture, the "Indenture"). The Offered Securities will be fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the "Guarantees"). As described in the General Disclosure Package (as defined below), on the Closing Date (as defined below), the Company and the Purchasers Guarantors will enter into a Sixth Amended and Restated Credit Agreement (the “Registration Rights Agreement”)"New Credit Facility") with Credit Suisse AG, pursuant to which as administrative agent, and the Company agrees to file other lenders party thereto, and a registration statement portion of the net proceeds from the issuance and sale of the Offered Securities, together with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes borrowings under the Securities Act New Credit Facility borrowed on the Closing Date, will be used to repay all outstanding borrowings under the Fifth Amended and Restated Credit Agreement, dated as of 1933October 27, 2006, as amended (the “Securities Act”) with terms substantially identical to "Existing Credit Agreement"), among the Notes (Company, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the “Exchange Notes”)other lenders party thereto. The entering into of the New Credit Facility and the repayment of all outstanding borrowings under the Existing Credit Agreement, as described in the General Disclosure Package, are collectively referred to herein as the "Credit Facility Transactions." Each of the Company and each of the Guarantors hereby agrees with the Purchasers several Underwriters as follows:

Introductory. Sabine Pass Liquefaction, LLCSunPower Corporation, a Delaware limited liability company corporation (the “Company”), agrees with proposes to issue and sell to the initial purchasers several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) subject to ), for whom you are acting as representative (the terms and conditions stated herein“Representative”), to issue and sell to the Purchasers in the $300,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.7500.75% Senior Secured Notes Convertible Debentures due 2024 2018 (the “NotesOffered Securities”). The Notes shall Offered Securities will be issued under an indenture pursuant to the Indenture to be dated as of February 1May 29, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes Offered Securities will be secured by the Collateral (as herein defined)convertible into shares of Common Stock, on which par value $0.001 per share, of the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security TrusteeStock”), ) in accordance with the Security Documents (as defined in terms of the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Offered Securities and the Intercreditor Agent (as defined therein))Indenture. As used herein, “Underlying Securities” means the shares of Common Stock into which the Offered Securities are convertible. The holders of the Notes Offered Securities will be entitled offered and sold to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of without being registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) ), in reliance on exemptions therefrom. The Initial Purchasers have entered into a commitment letter, dated as of May 20, 2013, with terms substantially identical to the Notes Total Gas & Power USA SAS (the “Exchange NotesCommitment Letter”) pursuant to which such affiliate has committed to purchase from the Initial Purchasers the aggregate principal amount of the Offered Securities set out therein (the “Affiliate Securities”) at the price and upon the terms set forth in the General Disclosure Package (as defined below) and the Final Memorandum (as defined below). The Company hereby agrees with Initial Purchasers propose to make an offering of the Purchasers as follows:remaining Offered Securities (the “Non-Affiliate Securities”) to prospective purchasers at the price and upon the terms set forth in the General Disclosure Package and the Final Memorandum.

Introductory. Sabine Pass LiquefactionCheniere Energy Partners, LLCL.P., a Delaware limited liability company partnership (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 U.S.$1,500,000,000 principal amount of its 5.7505.250% Senior Secured Notes due 2024 2025 (the “Notes”). The Notes shall be issued under an indenture that will be dated as of February 1September 18, 2013 2017 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined herein) and The Bank of New York Mellon, as Trustee (the “Trustee”) ), as supplemented by a fourth first supplemental indenture that will be dated as of May 20September 18, 20142017, relating to the Notes (the “Fourth First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG-LP, LLC (“SPL Member”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as herein defined) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to such guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. The obligations of the Company under the Notes will be secured by the Collateral (as herein defined), on over which the Company has and the current Guarantors have granted a security interest to Société GénéraleMUFG Union Bank, N.A., as common security trustee Collateral Agent (the “Common Security TrusteeCollateral Agent”), in accordance with the First Lien Security Documents (as defined in herein). The holders of the Amended and Restated Common Terms AgreementSecurities will be entitled to the benefits of a registration rights agreement, dated as of May 28, 2013 the Closing Date (the “Common Terms Registration Rights Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Guarantors and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”)Purchasers, pursuant to which the Company agrees and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes securities for the Notes Securities or resale of the Notes Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to as the “Exchange Securities”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass Liquefaction, LLCDel Monte Corporation, a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of the $450,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 7 1/2% Senior Secured Subordinated Notes due 2024 2019 (the “Notes”). Banc of America Securities LLC and Barclays Capital Inc. have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. The Notes shall Securities (as defined below) will be issued under pursuant to an indenture indenture, to be dated as of February October 1, 2013 2009 (the “Base Indenture”), among the Company, Del Monte Foods Company, a Delaware Corporation (“Holdings”), the Subsidiary Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket letter of representations, dated February 3, 2005 (the “DTC Agreement”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers October 1, 2009 (the “Registration Rights Agreement”), among the Company, Holdings, the Subsidiary Guarantors and the Representatives, on behalf of the several Initial Purchasers, pursuant to which the Company agrees Company, Holdings and the Subsidiary Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) in certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to cause such registration statements to be declared effective as promptly as reasonably practicable. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on a subordinated basis by Holdings and on a senior subordinated basis by (i) the subsidiaries of the Company listed in Schedule B hereto (the “Subsidiary Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company hereby agrees has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 17, 2009 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 17, 2009 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Purchasers Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as follows:the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Sabine Pass LiquefactionGulfMark Offshore, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) agrees, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $200,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.7506.375% Senior Secured Notes due 2024 2022 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture indenture, dated as of February 1March 12, 2013 2012 (the “Base Indenture”), between the Company and The U.S. Bank of New York MellonNational Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Additional Notes (as defined in the Amended and Restated Common Terms AgreementIndenture). The Offered Securities will form a single series and, dated to the extent described in the Preliminary Offering Circular (as defined below), will be fungible with the $300,000,000 aggregate principal amount of May 28the Company’s 6.375% Senior Notes due 2022 issued under the Indenture on March 12, 2013 2012 (the “Common Terms AgreementExisting Securities”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below) between the Company and the Purchasers Representative (the “Registration Rights Agreement”), pursuant to which the Company agrees will agree to file a registration statement with the Securities and Exchange Commission (as defined below) registering (a) the exchange (the “CommissionExchange Offer”) registering of the exchange of registered notes Offered Securities for debt securities with substantially identical terms as the Notes or Offered Securities (the “Exchange Securities”) and (b) under certain circumstances, the resale of the Notes Offered Securities under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical ). The Offered Securities will be sold to the Notes Purchasers without being registered under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, for resale by the Purchasers in compliance with Regulation S under the Securities Act (“Regulation S”) or to “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Exchange NotesRule 144A”). ) in compliance with Rule 144A. The Company hereby agrees with the several Purchasers as follows:

Introductory. Sabine Pass LiquefactionCheniere Energy, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC (the Purchasers in the aggregate U.S.$2,000,000,000 “Purchaser”) U.S. $300,000,000 principal amount of its 5.7502.25% Convertible Senior Secured Notes due 2024 2012 (the “NotesFirm Securities”) which are convertible into cash or a combination of cash and shares of common stock, $.003 par value, of the Company (the “Underlying Shares”) and, at the election of the Purchaser, an aggregate of up to an additional $25,000,000 principal amount of its 2.25% Convertible Senior Notes due 2012 (“Optional Securities”) (the Firm Securities and the Optional Securities which the Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”). The Notes shall , each to be issued under an indenture dated as of February 1July 27, 2013 2005 (the “Base Indenture”), between the Company and The Bank of New York Mellonas Trustee, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “TrusteeSecurities Act”) ), and hereby agrees with the Purchaser as supplemented by a fourth supplemental indenture that follows: The Offered Securities will be dated as convertible into shares of May 20common stock, 2014par value $0.003 per share, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which of the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security TrusteeStock”), ) in accordance with the Security Documents (as defined in terms of the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Offered Securities and the Intercreditor Agent (as defined therein))Indenture, at the initial conversion rate specified in Schedule A hereto. The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defined) between on July 27, 2005 among the Company and the Purchasers Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass LiquefactionCentury Communities, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 6.750% Senior Secured Notes due 2024 2027 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”). The Notes shall Securities (as defined below) will be issued under pursuant to an indenture indenture, dated as of February 1, 2013 the Closing Date (the “Base Indenture”as defined in Section 2 hereof), between among the Company Company, the Guarantors (as defined below), and The U.S. Bank of New York MellonNational Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes issuance of the Securities, (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by issued only in book-entry form in the Collateral (as herein defined), on which the Company has granted a security interest to Société Généralename of Cede & Co., as common security trustee nominee of The Depository Trust Company (the “Common Security TrusteeDepositary”)) pursuant to a letter of representations, in accordance with to be dated on or before the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Closing Date (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company agrees and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company has launched a tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 6.875% Senior Notes due 2022 (the “2022 Notes”) and has issued a conditional notice of redemption to redeem all 2022 Notes that remain outstanding after completion of the Tender Offer (the “Redemption”). On the Closing Date, the Company will accept for purchase any and all of such 2022 Notes that are validly tendered (and not withdrawn) on or prior to the tender deadline of the Tender Offer and settle the Tender Offer. The Company will use the proceeds of the Offering to finance the Tender Offer and the Redemption and to pay related fees and expenses, with the remainder for general corporate purposes. The issuance and sale of the Notes, the issuance of the Guarantees, the Tender Offer, the Redemption, and the payment of transaction costs are referred to herein collectively as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 9, 2019 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 9, 2019 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantors each hereby agrees confirms its agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass LiquefactionSteel Dynamics, LLCInc., a Delaware limited liability company an Indiana corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule I (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule I of $350,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 7 5/8% Senior Secured Notes due 2024 2020 (the “Notes”). The Notes shall Securities (as defined below) will be issued under pursuant to an indenture to be dated as of February 1, 2013 the Closing Date (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). Notes will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”) pursuant to a letter of representations, and together with to be dated on or before the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Section 2 hereof) (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein)Guarantors, the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company agrees and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any applicable registration statement to be declared effective. The obligations of the Company under the Notes, the Exchange Notes and the Indenture will be unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the Guarantors named in Schedule II and (ii) any other subsidiary of the Company that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the terms of the Indenture (each a, “Guarantee” and, collectively, the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 11, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement attached hereto as Schedule IV, dated March 11, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum as of its date. Each of the Company and the Guarantors hereby agrees confirms its agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass LiquefactionPuget Energy, LLCInc., a Delaware limited liability company Washington corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and other several Underwriters named in Schedule A (collectively, the Purchasers “Underwriters”), acting severally and not jointly, the respective amounts set forth in the such Schedule A of $450,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 4.224% Senior Secured Notes due 2024 March 15, 2032 (the “NotesSecurities”). BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. have agreed to act as the representatives of the Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Notes shall Securities will be issued under pursuant to an indenture indenture, dated as of February 1December 6, 2013 2010 (the “Base Original Indenture”), between the Company as previously supplemented and The Bank of New York Mellon, as Trustee (the “Trustee”) as to be supplemented by a fourth supplemental indenture that will Seventh Supplemental Indenture, to be dated as of May 20March 17, 2014, relating to the Notes 2022 (the “Fourth Supplemental Indenture”” and, and together with the Base Original Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which each between the Company has granted a security interest to Société Généraleand ▇▇▇▇▇ Fargo Bank, N.A., as common security trustee (the “Common Security Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest in accordance with (i) substantially all of the Security Documents tangible and intangible assets of the Company other than real property, subject to certain agreed upon exceptions and, if material, disclosed in the Registration Statement (as defined in below), the Pricing Disclosure Package (as defined below) and the Prospectus (as defined below) (the “Security Agreement Collateral”), pursuant to an Amended and Restated Common Terms Borrower Security Agreement, dated as of February 6, 2009, as amended and restated as of May 2810, 2013 2010, and as further amended as of February 10, 2012, between the Company and the Collateral Agent (the “Common Terms Security Agreement”) and (ii) all of the equity interests in the Company (the “Pledge Agreement Collateral,” and together with the Security Agreement Collateral, the “Collateral”) pursuant to an Amended and Restated Pledge Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012 (the “Pledge Agreement”), between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Secured Debt Holder Group Representatives Collateral Agent and certain other parties from time to time party thereto (as defined therein)supplemented by a Joinder Agreement thereto, the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers December 6, 2010 (the “Registration Rights Joinder Agreement”), pursuant the “Collateral Agency Agreement”; and together with the Pledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”). This Agreement, the Securities, the Indenture and the Collateral Documents are collectively referred to which herein as the “Transaction Documents.” The Company agrees understands that the Underwriters propose to file a registration statement offer the Securities for sale to the public as set forth in the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) registering a shelf registration statement on Form S-3, as amended (No. 333-263015), originally filed with the exchange of registered notes for Commission on February 25, 2022 and declared effective by the Notes or resale Commission on March 10, 2022, including a related Base Prospectus contained therein (the “Base Prospectus”), covering the registration of the Notes Securities under the Securities Act of 19331933 (as amended, as amended (the “Securities Act”) with terms substantially identical ,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). For purposes of this Agreement, all references to the Notes Registration Statement, any preliminary prospectus (which term, as used herein, shall include the Final Preliminary Prospectus), or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be. All references herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Notes”)Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) on or before the Effective Date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date (as defined below) of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 22 hereof. The Company hereby agrees confirms its agreements with the Purchasers Underwriters as follows:

Introductory. Sabine Pass LiquefactionCommercial Vehicle Group, LLCInc., a Delaware limited liability company corporation (the “Company”"COMPANY"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 "PURCHASERS") U.S. $150,000,000 principal amount of its 5.7508% Senior Secured Notes due 2024 2013 (the “Notes”). The Notes shall "OFFERED SECURITIES") to be issued under an indenture dated as of February 1indenture, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will to be dated as of May 20July 6, 2014, relating to the Notes 2005 (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"INDENTURE"), among the Company, the Secured Debt Holder Group Representatives Guarantors (as defined thereinbelow) and U.S. Bank National Association, as trustee (the "TRUSTEE"). The United States Securities Act of 1933, as amended, is herein referred to as the "SECURITIES ACT." The United States Securities Exchange Act of 1934, as amended, is herein referred to as the "EXCHANGE ACT." The Offered Securities will be unconditionally guaranteed (the "GUARANTEES") on a senior unsecured basis by each of the entities listed on Schedule B hereto (each a "GUARANTOR" and together, the Secured Hedge Representatives (as defined therein"GUARANTORS"). Concurrently with the issuance of the Offered Securities, the Secured Gas Hedge Representatives (as defined therein)Company will obtain an amendment to the Credit Agreement by and among, the Common Security Trustee Company, certain of its subsidiaries, the lenders referred to therein, U.S. Bank National Association, as administrative agent, and Comerica Bank, as syndication agent, dated as of August 10, 2004, in order to permit the issuance of the Offered Securities and the Intercreditor Agent use of the proceeds therefrom (as defined therein)the "CREDIT AGREEMENT AMENDMENT"). The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defineddefined below) between among the Company Company, the Guarantors and the Purchasers Representative (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agrees and the Guarantors agree to file (i) a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering with respect to a proposed offer to the holders of the Offered Securities, to issue and deliver to such holders, in exchange for the Offered Securities, a like aggregate principal amount of registered notes debt securities (the "EXCHANGE SECURITIES") of the Company issued under the Indenture and identical in all material respect to the Offered Securities (except for the Notes or resale of transfer restrictions relating to the Notes Offered Securities), and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (under certain circumstances specified in the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”)Registration Rights Agreement. The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Sabine Pass LiquefactionPuget Energy, LLCInc., a Delaware limited liability company Washington corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to Barclays Capital Inc., RBS Securities Inc., ▇▇▇▇▇ Fargo Securities, LLC and the several Initial Purchasers named in Schedule A (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500 million aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 6.000% Senior Secured Notes due 2024 2021 (the “NotesSecurities”). Barclays Capital Inc., RBS Securities Inc. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Securities. The Notes shall Securities will be issued under pursuant to an indenture indenture, dated as of February 1December 6, 2013 2010, as supplemented by a Second Supplemental Indenture, to be dated as of June 3, 2011 (together, the “Base Indenture”), between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A., as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). Securities will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers June 3, 2011 (the “Registration Rights Agreement”), among the Company and the Initial Purchasers, pursuant to which the Company agrees may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes Securities (the “Exchange NotesSecurities”)) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Company hereby agrees has agreed to secure the Securities by granting to Barclays Bank PLC, as collateral agent (the “Collateral Agent”), for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest (with such exceptions as contemplated by the Collateral Documents (as defined below) and, if material, disclosed in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below)) in substantially all of the tangible and intangible assets of the Company other than real property, subject to certain agreed upon exceptions (the “Collateral”), shared equally and ratably with the Purchasers Company’s other secured obligations, pursuant to an Amended and Restated Borrower Security Agreement, dated as follows:of May 10, 2010, between the Company and the Collateral Agent (the “Security Agreement”), an Amended and Restated Collateral Agency Agreement dated as of May 10, 2010, among the Company, Puget Equico LLC (“Puget Equico”), the Collateral Agent and certain other parties from time to time party thereto (as supplemented by a Joinder Agreement thereto dated as of December 6, 2010, the “Collateral Agency Agreement”), and an Amended and Restated Pledge Agreement dated as of May 10, 2010, between Puget Equico and the Collateral Agent (the “Pledge Agreement” and, together with the Security Agreement, the Collateral Agency Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”).

Introductory. Sabine Pass Liquefaction, This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by iSpecimen Inc., a corporation formed under the laws of the State of Delaware limited liability company (the “Company”), agrees to act as the exclusive Placement Agent in connection with the initial purchasers named private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in Schedule A hereto this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The Offering will consist of an aggregate of (i)1,749,999 shares (the “PurchasersShares”) subject to of the terms and conditions stated hereinCompany’s common stock, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee $0.0001 par value per share (the “Common Security TrusteeStock”) and warrants (the “Warrants” and, together with the Shares, the “Securities”) to purchase 1,312,500 shares of Common Stock (the “Warrant Shares”), o the basis of one Share and three-quarters of a Warrant. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreementfollowing instructions: Bridge Bank, dated as of May 28Account: 8069873343, 2013 (the “Common Terms Agreement”)Wire Routing No.1▇▇▇▇▇▇▇▇, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between unless the Company and the Purchasers Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be offered and sold to the Investors (as defined below) in the “Registration Rights Agreement”), Offering pursuant to which the Company agrees to file a exemption from the registration statement with requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933thereunder (collectively, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) with terms substantially identical to of the Notes Securities Act and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (the “Exchange NotesRegulation D”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass LiquefactionCardtronics, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 1.00% Convertible Senior Secured Notes due 2024 2020 (the “NotesFirm Securities”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $37,500,000 aggregate principal amount of the Company’s 1.00% Convertible Senior Notes due 2020 (the “Additional Securities”) if and to the extent that you, as representatives (the “Representatives”) of the several Initial Purchasers in connection with the offering and sale of the Securities (as defined below), shall have determined to exercise, on behalf of the Initial Purchasers, the right to purchase such Additional Securities granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.” The Securities will be convertible into cash, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or a combination thereof, at its election, as described in the Pricing Disclosure Package (as defined below) (any such shares of Common Stock issuable upon conversion, the “Underlying Securities”). The Securities will be issued under pursuant to an indenture indenture, to be dated as of February 1November 25, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). Securities will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”) pursuant to a letter of representations, and together with to be dated on or before the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Section 2 hereof) (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent Depositary. This Agreement, the DTC Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” In connection with the offering of the Firm Securities, the Company is separately entering into convertible bond hedge transactions and warrant transactions with one or more counterparties, which may include affiliates of the Initial Purchasers (each, a “Call Spread Counterparty”), in each case pursuant to a convertible bond hedge confirmation and a warrant confirmation, respectively, each dated the date hereof, and in connection with the issuance of any Additional Securities, the Company and each Call Spread Counterparty may enter into an additional convertible bond hedge transaction and an additional warrant transaction pursuant to an additional convertible bond hedge confirmation and an additional warrant confirmation, respectively, each to be dated the date on which the option granted to the Initial Purchasers pursuant to Section 2 hereof to purchase such Additional Securities is exercised. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as defined therein)the “Time of Sale”). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company Securities and the Underlying Securities are to be offered and sold to or through the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement without being registered with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, as amended (the “Securities Act”) with terms substantially identical ,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Notes terms of the Securities and the Indenture, investors who acquire the Securities shall be deemed to have agreed that the Securities and any Underlying Securities may only be resold or otherwise transferred, after the date hereof, if such Securities and Underlying Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Exchange NotesRule 144A”)). The Company hereby agrees has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated November 18, 2013 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Term Sheet, dated November 19, 2013 (the “Pricing Term Sheet”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Purchasers Securities, attached hereto as follows:Schedule B. The Preliminary Offering Memorandum and the Pricing Term Sheet are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Sabine Pass LiquefactionBA Residential Securities, LLCInc., a Delaware limited liability company corporation (the “"Company”"), agrees with the initial purchasers named in Schedule A hereto proposes to sell to Banc of America Securities LLC (the “Purchasers”) subject to the terms and conditions stated herein"Underwriter"), to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 $ principal amount of its 5.750% Senior Secured Notes due 2024 Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Notes”"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Notes shall be issued under an indenture dated as Offered Certificates, together with three classes of February 1, 2013 subordinate certificates (the “Base Indenture”"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily fixed interest rate mortgage loans having original terms to maturity of not more than months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated , 200 , between the Company and The Bank , a (" "). As of New York Mellon, the close of business on the date specified in Schedule I as Trustee the cut-off date (the “Trustee”) "Cut-Off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as supplemented by a fourth supplemental indenture that the "Agreement." An election will be dated made to treat the assets of the Trust Estate as of May 20, 2014, relating to the Notes a real estate mortgage investment conduit (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”"REMIC"). The Notes will Certificates are to be secured by the Collateral (as herein defined)issued pursuant to a pooling and servicing agreement, on which the Company has granted a security interest to Société Généraledated , as common security trustee 200 (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms "Pooling Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"), among the Company, as depositor, Bank of America, N.A., as servicer (the Secured Debt Holder Group Representatives (as defined therein"Servicer"), and , as trustee (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Trustee"). The holders of the Notes Offered Certificates will be entitled issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to the benefits be dated , 200 , among Banc of a Registration Rights Agreement dated America Securities LLC, as of the Closing Date (as hereinafter defined) between Purchaser, the Company and the Purchasers Servicer (the “Registration Rights "Purchase Agreement”), pursuant ") are collectively referred to which herein as the Company agrees to file a registration statement with "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (meanings assigned thereto in the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Pooling Agreement.

Introductory. Sabine Pass LiquefactionDiamondback Energy, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) ), for whom you are acting as representative (the “Representative”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers in the U.S.$450,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.7507.625% Senior Secured Notes due 2024 2021 (the “Notes”). The Notes shall ) to be issued under an indenture to be dated as of February 1September 18, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives Guarantors (as defined therein)below) and ▇▇▇▇▇ Fargo, N.A., as Trustee. The Notes will be unconditionally guaranteed (the “Guarantee” and, together with the Notes, the Secured Hedge Representatives “Offered Securities”) as to the payment of principal and interest by each subsidiary listed on Schedule B attached hereto (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)“Guarantors”). The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement to be dated as of the Closing Date (as hereinafter defined) between among the Company Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees and the Guarantors will agree to file a registration statement with the United States Securities and Exchange Commission (the “Commission”) registering (i) a registration statement (the exchange of registered notes for the Notes or resale of the Notes “Exchange Offer Registration Statement”) under the Securities Act relating to another series of 1933debt securities of the Company and the guarantee of the Guarantors under the Indenture, as amended (the “Securities Act”) each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantee (the “Exchange Guarantee”) to be offered in exchange for the Offered Securities (the “Exchange Offer”), and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Offered Securities. The Exchange Notes and the Exchange Guarantee are herein collectively referred to as the “Exchange Securities.” Each of the Company and the Guarantors hereby jointly and severally agrees with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCAspen Insurance Holdings Limited, a Delaware limited liability Bermuda company (the “"Company”"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇ Brothers Inc. (the Purchasers in the aggregate U.S.$2,000,000,000 principal amount "Underwriter") 4,000,000 of its 5.7505.625% Senior Secured Notes due 2024 Perpetual Preferred Income Equity Replacement Securities (the “Notes”"Firm Securities"), with a liquidation preference of $50 per security (the "Perpetual PIERS"). In addition, the Company proposes to grant to the Underwriter an option to purchase up to 600,000 additional Perpetual PIERS on the terms set forth in Section 3 (the "Option Securities"). The Notes Firm Securities and the Option Securities are hereinafter collectively called the "OfferedSecurities". The Perpetual PIERS are convertible at any time initially based on a conversion rate of 1.7077 ordinary shares per Perpetual PIERS. Upon voluntary conversion, the Company will deliver, per Perpetual PIERS, one 5.625% Perpetual Preference Share, with a liquidation preference of $50 per share, of the Company (each, a "Perpetual Preference Share"), and a number, if any, of its ordinary shares, par value $0.001514458 per share (the "Ordinary Shares"), upon the terms and subject to the conditions and adjustments set forth in the Certificate of Designation related thereto (the "Certificate of Designation for the Perpetual PIERS"). The Perpetual Preference Shares and Ordinary Shares which shall be issued under an indenture dated as delivered upon conversion of February 1, 2013 the Perpetual PIERS are hereinafter collectively called the "Underlying Shares". Under certain circumstances set forth in the Certificate of Designation related to the Perpetual Preference Shares (the “Base Indenture”"Certificate of Designation for the Perpetual Preference Shares"), the Perpetual Prefence Shares may be remarketed pursuant a Remarketing Agreement (the "Remarketing Agreement") to be entered into between the Company and The Bank of New York Mellon▇▇▇▇▇▇ Brothers Inc., as Trustee remarketing agent (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenturein such capacity, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”"Remarketing Agent"). The Company hereby agrees with the Purchasers Underwriter as follows:

Introductory. Sabine Pass LiquefactionThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, LLC(“ThinkEquity” or the “Placement Agent”) shall be engaged by Perfect Moment Ltd., a Delaware limited liability company corporation (the “Company”), agrees to act as the exclusive Placement Agent in connection with the initial purchasers named private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in Schedule A hereto this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The Offering will consist of an aggregate of up to $10,000,000 shares (the “PurchasersShares” or the “Securities”) subject to of the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.750Company’s 12.00% Senior Secured Notes due 2024 Series AA Convertible Preferred Stock (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base IndenturePreferred Stock”), between $0.0001 per share, having the rights, preferences and privileges set forth in the Certificate of Designation (as defined below) and convertible in to shares of common stock, $0.0001 par value per share, of the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security TrusteeStock”). Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between following instructions: For ACH delivery: Bank Routing Number: [____________] Account Number: [____________] Account Name: [____________] For Wire Transfers: Bank Routing Number[____________] SWIFT Code: [____________] General Bank Reference Address: [____________] Account Number: [____________] Account Name: [____________] unless the Company and the Purchasers Investors agree to wire transfer to a separate account specified in writing between the parties. The terms of the Preferred Stock will be set forth in the Certificate of Designation (the “Registration Rights AgreementCertificate of Designation”), ) to be filed by the Company with the Secretary of State of the State of Delaware as an amendment to the Company’s Certificate of Incorporation. The Securities will be offered and sold to the Investors (as defined below) in the Offering pursuant to which the Company agrees to file a exemption from the registration statement with requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933thereunder (collectively, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) with terms substantially identical to of the Notes Securities Act and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (the “Exchange NotesRegulation D”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass LiquefactionCapital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Delaware Virginia limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto as beneficiary (the “PurchasersBeneficiary”) subject of the Issuer, propose to sell the terms notes of the series, classes and conditions stated herein, to issue and sell to the Purchasers tranches designated in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes shall will be issued under an indenture pursuant to the Indenture, dated as of February October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2013 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Company Issuer and The Bank of New York MellonMellon (formerly known as The Bank of New York), as Trustee trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (as herein definedcollectively, the “Collateral”). Capital One Bank (USA), on which the Company has granted National Association, a security interest to Société Générale, as common security trustee national banking association (the “Common Security TrusteeBank” and the “Seller”), in accordance has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Security Documents Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Amended Pooling and Restated Common Terms Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of May 28October 9, 2013 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Common Terms Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Seller and the Intercreditor Agent Representatives, a form of which is attached hereto as Exhibit A (as defined therein)). The holders of the Notes will be entitled to the benefits of each, a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Terms Agreement”), pursuant each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to which such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company agrees dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to file a registration statement herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Securities ActRules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with terms substantially identical the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Exchange NotesProspectus.”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass LiquefactionCheniere Energy, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 $2,000,000,000 principal amount of its 5.7504.625% Senior Secured Notes due 2024 2028 (the “NotesSecurities”). The Notes Securities shall be issued under an indenture indenture, to be dated as of February 1September 22, 2013 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) ), as supplemented by a fourth first supplemental indenture that will indenture, to be dated as of May 20September 22, 2014, relating to the Notes 2020 (the “Fourth First Supplemental Indenture”, and together with ) (the Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”). , The Notes Securities will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee collateral agent (the “Common Security TrusteeCollateral Agent”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Pledge and Security Agreement, dated as of May 28June 18, 2013 2020, between the Company and the Collateral Agent (the “Common Terms Pledge and Security Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), between the Company and the Purchasers, pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes securities for the Notes Securities or resale of the Notes Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes Securities (the “Exchange NotesSecurities”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass Liquefaction, First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “PurchasersIssuer”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 $300,000,000 principal amount of its 5.750% Senior Secured Class A Series 2013-2 Asset Backed Notes due 2024 (the “Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by First Amended and Restated Trust Agreement dated as of December 20, 2012 (collectively, the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes shall will be issued under an indenture pursuant to a First Amended and Restated Master Indenture, dated as of February 1December 20, 2013 2012 (as amended, the “Base Master Indenture”), between the Company Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York MellonMellon Trust Company, N.A. (“U.S. Bank”), as Trustee indenture trustee (the “Indenture Trustee”) ), as supplemented by a fourth supplemental indenture that will the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of May 20, 2014, relating to the Notes Closing Date (as defined below) (the “Fourth Supplemental Indenture”, Indenture Supplement,” and together with the Base Master Indenture, the “Indenture”). The Notes will be secured by assets of the Collateral (as herein defined)Issuer include, on which the Company has granted a security interest to Société Généraleamong other things, as common security trustee certain amounts due (the “Common Security TrusteeReceivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”), in accordance with . The Receivables are transferred to the Security Documents (as defined in Issuer pursuant to the First Amended and Restated Common Terms Transfer and Servicing Agreement, dated as of May 28December 20, 2013 2012 (as amended, the “Common Terms Transfer and Servicing Agreement”), among the CompanyTransferor, First National Bank of Omaha, a national banking association (the Secured Debt Holder Group Representatives (as defined therein“Bank”), as servicer (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee “Servicer”) and the Intercreditor Agent (as defined therein))Issuer. The holders of the Notes will be entitled Receivables transferred to the benefits of a Registration Rights Agreement Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the First Amended and Restated Receivables Purchase Agreement, dated as of the Closing Date December 20, 2012 (as hereinafter defined) between the Company and the Purchasers (amended, the “Registration Rights Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to which the Company agrees to file a registration statement with the Securities First Amended and Exchange Commission Restated Administration Agreement, dated as of December 20, 2012 (as amended, the “CommissionAdministration Agreement”) registering ), between the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933Bank, as amended administrator (in such capacity, the “Securities ActAdministrator”) with terms substantially identical ), and the Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to the Notes (herein, collectively, as the “Exchange Notes”). The Company hereby agrees with Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the Purchasers as follows:extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

Introductory. Sabine Pass LiquefactionEPL Oil & Gas, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) ), for whom you are acting as representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers in the aggregate U.S.$2,000,000,000 U.S.$300,000,000 principal amount of its 5.7508.250% Senior Secured Notes due 2024 2018 (the “Notes”). The Notes shall ) to be issued under an indenture dated as of February 1indenture, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will to be dated as of May 20October 25, 2014, relating to 2012 and as supplemented through the Notes Closing Date (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed as to the payment of principal and interest (the “Guarantees” , and together with the Notes, the “Offered Securities”) by all direct and indirect Domestic Subsidiaries of the Company (other than Immaterial Subsidiaries) (each such subsidiary a “Guarantor”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of Notes” section of the Final Offering Circular (as hereinafter defined). The Purchasers have advised the Company, and the Company understands, that the Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Purchasers hereunder on the terms set forth in the Final Offering Circular to persons whom the Purchasers reasonably believe (i) are “qualified institutional buyers” (“QIBs”) (as defined thereinin Rule 144A under the Securities Act), the Secured Hedge Representatives or (ii) are not “U.S. persons” (as defined therein), in Regulation S under the Secured Gas Hedge Representatives (as defined therein), Securities Act) and in compliance with the Common Security Trustee and laws applicable to such persons in jurisdictions outside of the Intercreditor Agent (as defined therein))United States. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between among the Company Company, each Guarantor and the Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, pursuant to which the Company agrees and each Guarantor will agree, among other things, to file with the Commission (a) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities ActExchange Offer Registration Statement”) with terms substantially identical relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be substantially identical to the Notes, except that the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions or special mandatory redemption provisions relating to the failure to close the transactions contemplated by the Hilcorp Purchase and Sale Agreement (as defined below) (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Purchasers (the “Private Exchange Notes”). The If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay special interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Second Amended and Restated Engagement Letter, dated October 1, 2012, between the Company and the Representatives (the “Engagement Letter”), the Purchase and Sale Agreement, dated as of September 14, 2012, between Hilcorp Energy GOM Holdings, LLC (“Hilcorp”) and the Company (as the same may be amended from time to time, the “Hilcorp Purchase and Sale Agreement”), the Escrow Agreement, dated as of the Closing Date, among the Company, the Purchasers and U.S. Bank National Association, as escrow agent (the “Escrow Agreement”), the Exchange Notes and the Private Exchange Notes are collectively referred to herein as the “Documents” , and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern. Each of the Company and each Guarantor hereby agrees with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCCNX Resources Corporation, a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to you (the Purchasers in the “Initial Purchaser”), $500,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 6.00% Senior Secured Notes due 2024 2029 (the “Notes”). The Notes shall Securities (as defined below) will be issued under pursuant to an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will to be dated as of May 20the Closing Date (as defined in Section 2 hereof), 2014among the Company, relating to the Notes Guarantors (the “Fourth Supplemental Indenture”as defined below) named therein as parties thereto and UMB Bank, and together with the Base IndentureN.A., as trustee (in such capacity, the “IndentureTrustee”). The Notes will be secured by issued only in book-entry form in the Collateral (as herein defined), on which the Company has granted a security interest to Société Généralename of Cede & Co., as common security trustee nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))DTC. The holders payment of principal of, premium, if any, and interest on the Notes will be entitled to fully and unconditionally guaranteed (the benefits “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of a Registration Rights Agreement dated as of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as hereinafter defineddefined below) between and agrees that the Company and Initial Purchaser may resell, subject to the Purchasers conditions set forth herein, all or a portion of the Securities to purchasers (the “Registration Rights AgreementSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”), pursuant . The Securities are to which be offered and sold to or through the Company agrees to file a registration statement Initial Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) with terms substantially identical to or Regulation S under the Notes Securities Act (the “Exchange NotesRegulation S”)). The Company has prepared and delivered to the Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 24, 2020 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents.” The Company hereby agrees confirms its agreements with the Purchasers Initial Purchaser as follows:

Introductory. Sabine Pass Liquefaction, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with proposes to sell to Banc of America Securities LLC ("BAS" or the initial purchasers named "Underwriter") $1,156,229,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the terms and conditions stated hereinprecise Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to issue and sell each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Purchasers Company in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”sole discretion). The Notes shall be issued under an indenture dated as of February 1Offered Certificates, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base IndentureClass B-4, Class B-5 and Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated December 29, 2006 by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Indenture”Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Notes will Certificates are to be secured by the Collateral (as herein defined)issued pursuant to a pooling and servicing agreement, on which the Company has granted a security interest to Société Généraledated December 29, as common security trustee 2006 (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended "Pooling and Restated Common Terms Servicing Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"), among the Company, as depositor, U.S. Bank National Association, as trustee (the Secured Debt Holder Group Representatives (as defined therein"Trustee"), and ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the Secured Hedge Representatives "Master Servicer") and as securities administrator (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Securities Administrator"). The holders of the Notes Offered Certificates will be entitled issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to the benefits of a Registration Rights Agreement be dated December 29, 2006, by and between BAS, as of the Closing Date (as hereinafter defined) between purchaser, and the Company and the Purchasers (the “Registration Rights "Purchase Agreement”), pursuant ") are collectively referred to which herein as the Company agrees to file a registration statement with "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities meanings assigned thereto in the Pooling and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Servicing Agreement.

Introductory. Sabine Pass Liquefaction, LLCEthyl Corporation, a Delaware limited liability company Virginia corporation (the “"Company”"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the "Purchasers"), for whom Credit Suisse First Boston LLC ("CSFB") is acting as representative (the "Representative"), U.S. $150,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company's 8.875% Senior Secured Notes due 2024 2010 (the “Notes”"Offered Securities"). The Notes shall , to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will to be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below) between (the "Indenture"), among the Company, each of the domestic subsidiary guarantors named in Schedule D hereto (the "Domestic Guarantors"), each of the non-Swiss foreign subsidiary guarantors named in Schedule D hereto (the "Non-Swiss Foreign Guarantors"), each of the Swiss subsidiary guarantors named in Schedule D hereto (the "Swiss Guarantors" and, together with the Domestic Guarantors and Non-Swiss Foreign Guarantors, the "Guarantors") and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Trustee. The Offered Securities will be guaranteed by each of the Guarantors, who will enter into a notation of guarantee (each, a "Notation of Guarantee" and together, the "Subsidiary Guarantees") pursuant to the terms of the Indenture. As a result of the Subsidiary Guarantees, the Offered Securities will be unconditionally guaranteed on a senior unsecured basis as to payment of principal, premium, if any, liquidated damages, if any, and interest by each of the Guarantors, unless otherwise specified herein. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including the Purchasers and their subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the Closing Date (as defined below), in substantially the form of Exhibit 1 hereto, for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering under the exchange of registered notes for the Notes or resale of the Notes circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”"Exchange Offer Registration Statement") with terms substantially identical relating to the Company's 8.875% Senior Notes due 2010 (the “"Exchange Notes”Securities"), in a like aggregate principal amount as the Company issued under the Indenture and guarantees thereof by the Guarantors (the "Exchange Security Guarantees"), identical in all material respects to the Offered Securities and the Subsidiary Guarantees and registered under the Securities Act to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof and (ii) if applicable, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities, the Exchange Securities, the Subsidiary Guarantees and the Exchange Security Guarantees are referred to collectively herein as the "Securities." The Company hereby agrees with the several Purchasers as follows:

Introductory. Sabine Pass LiquefactionPuget Energy, LLCInc., a Delaware limited liability company Washington corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Capital Inc. and , ▇.▇. ▇▇▇▇▇▇ Securities LLC and the several Initial Purchasers named in Schedule A (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $450,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 6.500% Senior Secured Notes due 2024 2020 (the “NotesSecurities”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Capital Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Securities. The Notes shall Securities will be issued under pursuant to an indenture indenture, to be dated as of February 1December 6, 2013 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A., as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). Securities will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers December 6, 2010 (the “Registration Rights Agreement”), among the Company and the Initial Purchasers, pursuant to which the Company agrees may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes Securities (the “Exchange NotesSecurities”)) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Company hereby agrees has agreed to secure the Securities by granting to Barclays Bank PLC, as collateral agent (the “Collateral Agent”), for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest (with such exceptions as contemplated by the Collateral Documents (as defined below) and, if material, disclosed in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below) in substantially all of the tangible and intangible assets of the Company other than real property, subject to certain agreed upon exceptions (the “Collateral”), shared equally and ratably with the Purchasers Company’s other secured obligations, pursuant to an Amended and Restated Borrower Security Agreement, dated as follows:of March 31, 2010, between the Company and the Collateral Agent (the “Security Agreement”), an Amended and Restated Collateral Agency Agreement dated as of March 31, 2010, among the Company, Puget Equico LLC (“Puget Equico”), the Collateral Agent and certain other parties from time to time party thereto, which is to be supplemented by a Joinder Agreement thereto to be dated as of December 6, 2010 (the “Joinder Agreement” and as supplemented by the Joinder Agreement, the “Collateral Agency Agreement”), and an Amended and Restated Pledge Agreement dated as of March 31, 2010, between Puget Equico and the Collateral Agent (the “Pledge Agreement” and, together with the Security Agreement, the Collateral Agency Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”).

Introductory. Sabine Pass LiquefactionLaredo Petroleum, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers (collectively, the “Initial Purchasers”) named in Schedule A attached to this purchase agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 7.750% Senior Notes due 2029 (the “Notes”). W▇▇▇▇ Fargo Securities, LLC has agreed to act as the representative of the Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Laredo Midstream”), and Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Garden City” and collectively with Laredo Midstream, the “Initial Guarantors”), and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “NotesGuarantees”). The Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes shall be issued under an indenture and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Time of Sale (as defined below) and the Final Offering Memorandum (as defined below) dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”)date hereof. The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest issued pursuant to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreementan indenture, dated as of May 28, 2013 the Closing Date (the “Common Terms AgreementIndenture”), among the Company, as the Secured Debt Holder Group Representatives (as defined therein)issuer of the Notes, the Secured Hedge Representatives Initial Guarantors, as the guarantors of the Notes, and W▇▇▇▇ Fargo Bank, National Association, as trustee (as defined thereinthe “Trustee”). This Agreement, the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Securities and the Intercreditor Agent Indenture are each referred to herein individually as a “Debt Document” and collectively as the “Debt Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as defined therein)the “Time of Sale”). The holders of Securities are to be offered and sold to or through the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement without being registered with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions provided by Section 4(a)(2) therefrom solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) and (ii) in compliance with Regulation S under the Securities Act (“Regulation S”) (collectively, the “Exempt Resales”). Those persons specified in clauses (i) and (ii) of this paragraph are referred to in this Agreement as “Eligible Purchasers.” Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A or Regulation S). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated July 12, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Term Sheet, dated July 13, 2021, substantially in the form of Annex A (the “Pricing Term Sheet”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Term Sheet are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) with terms substantially identical prior to the Notes Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Notes”)Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company Each of the Laredo Parties hereby agrees confirms its agreement with the Initial Purchasers as follows:

Introductory. Sabine Pass LiquefactionOil States International, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the several Purchasers in the aggregate U.S.$2,000,000,000 U.S.$600,000,000 principal amount of its 5.7506.500% Senior Secured Notes due 2024 2019 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture indenture, to be dated as of February June 1, 2013 2011 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A., as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). The Offered Securities will be dated unconditionally guaranteed as of May 20, 2014, relating to the Notes payment of principal and interest by each of the subsidiaries (the “Fourth Supplemental Indenture”, and together with the Base Indentureas defined below) listed on Schedule C hereto (collectively, the “Indenture”). The Notes will be secured by the Collateral (as herein defined)Guarantors” and such guarantees, on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security TrusteeGuarantees”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defined) between among the Company Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees and each Guarantor shall agree to file a registration statement with the Securities and Exchange Commission registering (the “Commission”a) registering the exchange of registered notes the Offered Securities for debt securities with identical terms as the Notes or resale of the Notes under the Offered Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”)) and the exchange of the Guarantees for guarantees with identical terms as the Guarantees (the “Exchange Guarantees” and together with the Exchange Notes, the “Exchange Securities”) that will be registered under the Securities Act (the “Exchange Offer”) and (b) under certain circumstances, the resale of the Offered Securities and the related Guarantees under the Securities Act. The Each of the Company and each Guarantor hereby agrees with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCCapital Bank Financial Holding Corp., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers several Underwriters named in Schedule B hereto (the “Underwriters”) to issue and sell to the several Underwriters shares of its Class A common stock, par value $0.01 per share, of the Company (the “Securities”) and the stockholders listed in Schedule A hereto (the “PurchasersSelling Stockholders”) subject agree severally with the Underwriters to the terms and conditions stated herein, to issue and sell to the Purchasers in several Underwriters an aggregate of outstanding shares of the aggregate U.S.$2,000,000,000 principal amount Securities (including shares of its 5.750% Senior Secured Notes due 2024 the Company’s Class B common stock, par value $0.01 per share, which shall automatically be converted into Securities upon receipt by the Underwriters) (such shares of Securities being hereinafter referred to as the “NotesFirm Securities”). The Notes Selling Stockholders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding Securities (including shares of the Company’s Class B common stock, par value $0.01 per share, which shall automatically be issued under an indenture converted into Securities upon receipt by the Underwriters) (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. On the Closing Date, the Company will also effect (i) the merger of TIB Financial Corp., a Florida corporation (“TIB HoldCo”), with and into the Company with the Company as the surviving corporation (the “TIB Reorganization”), pursuant to Section 253 of the Delaware General Corporation Law and Section 607.1104 of the Florida Business Corporation Act as described in the Company’s Registration Statement on Form S-4 (File No. 333-176726) (the “TIB Registration Statement”), (ii) the merger of Capital Bank Corporation, a North Carolina corporation (“Capital Bank HoldCo”), with and into the Company with the Company as the surviving corporation (the “Capital Reorganization”), pursuant to the Agreement and Plan of Merger, dated as of February September 1, 2013 2011 (the “Base IndentureCapital Merger Agreement”), between the Company and The Capital Bank of New York Mellon, HoldCo as Trustee described in the Company’s Registration Statement on Form S-4 (File No. 333-176725) (the “TrusteeCapital Registration Statement”) and (iii) the merger of Green Bankshares, Inc., a Tennessee corporation (“Green Bank HoldCo”), with and into the Company with the Company as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes surviving corporation (the “Fourth Supplemental Indenture”Green Bank Reorganization” and, and together collectively with the Base IndentureTIB Reorganization and the Capital Reorganization, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights AgreementReorganizations”), pursuant to which Section 253 of the Company agrees to file a registration statement with Delaware General Corporation Law and Section ▇▇-▇▇-▇▇▇ of the Securities and Exchange Commission Tennessee Business Corporation Act as described in the Company’s Registration Statement on Form S-4 (File No. 333-176796) (the “Commission”) registering Green Bank Registration Statement” and, collectively with the exchange of registered notes for TIB Registration Statement and the Notes or resale of the Notes under the Securities Act of 1933Capital Registration Statement, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange NotesS-4 Registration Statements”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass LiquefactionLaredo Petroleum, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters (collectively, the “Underwriters”) named in Schedule A attached to this underwriting agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule A of a $350,000,000 aggregate principal amount of the Company’s 6¼% Senior Notes due 2023 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Laredo Midstream”), and Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Garden City” and collectively with Laredo Midstream, the “Initial Guarantors”), and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “CompanyGuarantees”). The Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Time of Sale (as defined below) and the Prospectus (as defined below) dated as of the date hereof. The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Original Indenture”), agrees with among the initial purchasers named in Schedule A hereto Company, as the issuer of the Notes, the Initial Guarantors, as the guarantors of the Notes, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “PurchasersTrustee”), as supplemented by the First Supplemental Indenture to be dated as of the Closing Date (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are each referred to herein individually as a “Debt Document” and collectively as the “Debt Documents. The Laredo Parties and the Underwriters, in accordance with the requirements of Rule 5121(a) (“Rule 5121(a)”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the terms and conditions stated herein, to issue and sell to also hereby confirm the Purchasers in engagement of the aggregate U.S.$2,000,000,000 principal amount services of its 5.750% Senior Secured Notes due 2024 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee▇▇▇▇▇▇▇ ▇▇▇▇▇”) as supplemented by a fourth supplemental indenture that will be dated “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of FINRA (“Rule 5121(f)(12)”) in connection with the offering and sale of the Securities. ▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as of May 20qualified independent underwriter and not otherwise, 2014, relating is referred to the Notes (herein as the “Fourth Supplemental Indenture”, and together QIU.” Each of the Laredo Parties hereby confirms its agreement with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers Underwriters as follows:

Introductory. Sabine Pass Liquefaction, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with proposes to sell to Banc of America Securities LLC ("BAS" or the initial purchasers named "Underwriter") $811,211,836 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the terms and conditions stated herein, precise initial Class Certificate Balance within such range to issue and sell to be determined by the Purchasers Company in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”sole discretion). The Notes shall be issued under an indenture dated as Offered Certificates, together with six classes of February 1, 2013 subordinate certificates (the “Base Indenture”"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated February 27, 2006, by and between the Company Company, as purchaser and The Bank of New York MellonAmerica, National Association, as Trustee seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Trustee”) "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as supplemented by a fourth supplemental indenture that the "Agreement." Elections will be dated made to treat the assets of the Trust Estate as of May 20multiple separate real estate mortgage investment conduits (each, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”a "REMIC"). The Notes will Certificates are to be secured by the Collateral (as herein defined)issued pursuant to a pooling and servicing agreement, on which the Company has granted a security interest to Société Généraledated February 27, as common security trustee 2006 (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms "Pooling Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"), among the Company, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the Secured Debt Holder Group Representatives "Master Servicer") and as securities administrator (as defined thereinthe "Securities Administrator"), and U.S. Bank National Association, as trustee (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Trustee"). The holders of the Notes Offered Certificates will be entitled issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to the benefits of a Registration Rights Agreement be dated February 27, 2006, between BAS, as of the Closing Date (as hereinafter defined) between purchaser and the Company and the Purchasers (the “Registration Rights "Purchase Agreement”), pursuant ") are collectively referred to which herein as the Company agrees to file a registration statement with "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (meanings assigned thereto in the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Pooling Agreement.

Introductory. Sabine Pass Liquefaction, LLCHorizon Funding Trust 2019-1, a Delaware limited liability company statutory trust (the “Company”"Issuer"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to KeyBanc Capital Markets Inc., as initial purchaser (the Purchasers "Initial Purchaser"), its Asset Backed Notes (the "Notes"), in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 Initial Note Principal Balance set forth in Exhibit A to this note purchase agreement (the “Notes”this "Agreement"). The Notes shall are to be issued under an indenture the Indenture, to be dated as of February 1, 2013 the hereafter defined Closing Date (the “Base "Indenture”"), between the Company Issuer and The U.S. Bank of New York MellonNational Association ("U.S. Bank"), as Trustee trustee (the “"Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”"). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder, is herein referred to as the "Securities Act". Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture or in the Sale and Servicing Agreement, to be dated as of the Closing Date, by and among the Issuer, Horizon Funding 2019-1 LLC, as trust depositor (the “"Depositor"), Horizon Technology Finance Corporation, as seller and as servicer ("Horizon", and together with the Issuer and the Depositor, individually a "Horizon Entity" and collectively the "Horizon Entities") and U.S. Bank, as Trustee, backup servicer, custodian and securities intermediary. The offer and sale of the Notes to the Initial Purchaser will be made without registration under the Securities Act”) with Act in reliance on certain exemptions from the registration requirements thereof. Subject to the terms substantially identical to and conditions of this Agreement, the Initial Purchaser shall offer and sell the Notes (or beneficial interests therein): (i) to non-U.S. persons in transactions occurring outside the “Exchange Notes”). The United States in reliance on Regulation S under the Securities Act ("Regulation S") that in each case are "qualified purchasers" as defined in Section 2(A)(51) of the Investment Company hereby agrees with Act of 1940 (each such person, a "Qualified Purchaser") and (ii) in the Purchasers United States to Persons who are "qualified institutional buyers," as follows:defined in Rule 144A ("QIBs" and each, a "QIB") in reliance on Rule 144A under the Securities Act ("Rule 144A") that in each case are Qualified Purchasers.

Introductory. Sabine Pass LiquefactionCapital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Delaware Virginia limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto as beneficiary (the “PurchasersBeneficiary”) subject of the Issuer, propose to sell the terms notes of the series, classes and conditions stated herein, to issue and sell to the Purchasers tranches designated in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes shall will be issued under an indenture pursuant to the Indenture, dated as of February October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2013 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Company Issuer and The Bank of New York MellonMellon (formerly known as The Bank of New York), as Trustee trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (as herein definedcollectively, the “Collateral”). Capital One Bank (USA), on which the Company has granted National Association, a security interest to Société Générale, as common security trustee national banking association (the “Common Security TrusteeBank” and the “Seller”), in accordance has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Security Documents Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Amended Pooling and Restated Common Terms Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of May 28October 9, 2013 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Common Terms Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC and ▇▇▇▇▇ Fargo Securities LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Seller and the Intercreditor Agent Representatives, a form of which is attached hereto as Exhibit A (as defined therein)). The holders of the Notes will be entitled to the benefits of each, a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Terms Agreement”), pursuant each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to which such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company agrees dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to file a registration statement herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-205946, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-205946-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Securities ActRules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with terms substantially identical the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Exchange NotesProspectus.”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass LiquefactionCapital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Delaware Virginia limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto as beneficiary (the “PurchasersBeneficiary”) subject of the Issuer, propose to sell the terms notes of the series, classes and conditions stated herein, to issue and sell to the Purchasers tranches designated in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes shall will be issued under an indenture pursuant to the Indenture, dated as of February October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2013 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Company Issuer and The Bank of New York MellonMellon (formerly known as The Bank of New York), as Trustee trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (as herein definedcollectively, the “Collateral”). Capital One Bank (USA), on which the Company has granted National Association, a security interest to Société Générale, as common security trustee national banking association (the “Common Security TrusteeBank” and the “Seller”), in accordance has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Security Documents Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Amended Pooling and Restated Common Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Trust Agreement, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through Deutsche Bank Securities Inc. and RBS Securities Inc. as underwriters, or through certain underwriters which include Deutsche Bank Securities Inc. and RBS Securities Inc., one or more of which may, with Deutsche Bank Securities Inc. and RBS Securities Inc., act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”; each representative thereof may be referred to herein together as a or the “Representative”, or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include Deutsche Bank Securities Inc. and RBS Securities Inc., in their capacity as Underwriter of any Notes or as Representative). Notes sold to the Underwriters for which Deutsche Bank Securities Inc. and RBS Securities Inc. are the Representatives shall be sold pursuant to a Terms Agreement, dated among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as of May 28, 2013 Exhibit A (the a “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights which incorporates by reference this Underwriting Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, pursuant capitalized terms used herein have the meanings assigned to which such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Company agrees to file a registration statement has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Securities ActRules and Regulations”) under the Act a supplement (together with terms substantially identical static pool information (the “Static Pool Information”) required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Exchange NotesProspectus.”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass LiquefactionIndyMac MBS, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”"Depositor") subject proposes to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 approximately $496,786,000 principal amount of its 5.750% Senior Secured Notes due 2024 Class A IndyMac Home Equity Mortgage Loan Asset-Backed Notes, Series 2006-H3 (the “"Notes”") issued by IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H3 (the "Issuing Entity") to the Underwriters named in Schedule I attached hereto pursuant to this underwriting agreement (the "Agreement"). The Notes shall assets of the Issuing Entity include, among other things, a pool of adjustable rate home equity line of credit loans made or to be issued made in the future under an indenture dated as of February 1, 2013 certain home equity revolving credit line loan agreements (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”"HELOCs") as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by first or junior lien deeds of trust or mortgages on properties that are primarily one- to four-family residential properties to be delivered on the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined below) (the "Mortgage Loans") and all monies due under the HELOCs after the close of business on September 14, 2006 (the "Cut-off Date") (exclusive of payments in respect of accrued interest due on or prior to the Amended Cut-off Date) and Restated Common Terms property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure. In addition, the Notes will have the benefit of an irrevocable and unconditional note guaranty insurance policy (the "Policy") to be issued by XL Capital Assurance Inc. (the "Insurer") pursuant to an Insurance and Indemnity Agreement, dated as of May 28September 29, 2013 2006 (the “Common Terms "Insurance Agreement”") among the Insurer, the Depositor, IndyMac Bank, F.S.B. (the "Sponsor"), as seller and servicer, the Issuing Entity and Deutsche Bank National Trust Company as indenture trustee (the "Indenture Trustee"). The Issuing Entity will be formed pursuant to a Trust Agreement, dated as of September 19, 2006 (the "Trust Agreement" and as amended and restated on September 29, 2006, the "Amended and Restated Trust Agreement"), among the Depositor, Wilmington Trust Company (the "Owner Trustee") and Deutsche Bank National Trust Company, as administrator (the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee "Administrator") and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled issued pursuant to an Indenture (the benefits of a Registration Rights Agreement "Indenture"), dated as of September 29, 2006, between the Closing Date Issuing Entity and the Indenture Trustee. The Mortgage Loans and certain other assets of the Issuing Entity will be sold by the Sponsor to the Depositor pursuant to a separate Mortgage Loan Purchase Agreement, dated as of September 29, 2006 (as hereinafter definedthe "Purchase Agreement") between the Company Depositor and the Purchasers Sponsor, and by the Depositor to the Issuing Entity pursuant to the Sale and Servicing Agreement, dated as of September 14, 2006 (the “Registration Rights "Sale and Servicing Agreement”"), among the Issuing Entity, the Depositor, IndyMac Bank, F.S.B., as seller and as servicer (the "Servicer") and the Indenture Trustee. The Issuing Entity will be administered pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission administration agreement, dated as of September 29, 2006 (the “Commission”) registering "Administration Agreement"), among the exchange Issuing Entity, the Administrator, the Owner Trustee and the Depositor. An indemnification agreement, dated as of registered notes for the Notes or resale of the Notes under the Securities Act of 1933September 29, as amended 2006 (the “Securities Act”) "Indemnification Agreement"), among Lehman, Bear, Credit Suisse, Goldman, IndyMac, and the Insurer, will govern the liability of such parties with terms substantially identical respect to the Notes losses resulting from material misstatements or omissions contained in the Prospectus Supplement (the “Exchange Notes”as defined below). The Company hereby agrees with This Agreement, the Purchasers Insurance Agreement, the Trust Agreement, the Amended and Restated Trust Agreement, the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Indemnification Agreement and the Policy are collectively referred to herein as follows:the "Basic Documents." Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Sale and Servicing Agreement.

Introductory. Sabine Pass LiquefactionAspen Insurance Holdings Limited, LLC, a Delaware limited liability an exempted company incorporated under the laws of Bermuda (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the Purchasers several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) $300,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 2030 (the “Notes”). The respective principal amounts of the Notes shall to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Notes are to be issued under an indenture dated as of February 1, 2013 (the “Base Original Indenture”), dated as of August 16, 2004, by and between the Company and The Deutsche Bank of New York MellonTrust Company Americas, as Trustee trustee (the “Trustee”) ), as amended and supplemented by a fourth supplemental indenture that will the Fifth Supplemental Indenture, to be dated as of May 20on or around June 13, 2014, relating to the Notes 2025 (the “Fourth Supplemental Indenture”, and together with the Base Original Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers Trustee. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement (each as defined below) shall be deemed to refer to and include the “Registration Rights Agreement”), documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Company agrees to file a registration statement with Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes promulgated thereunder (the “Exchange NotesAct”)) on or before the Effective Date (as defined below) of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. The Company hereby agrees agrees, pursuant to this underwriting agreement (the “Agreement”), with the Purchasers Underwriters as follows:

Introductory. Sabine Pass Liquefaction, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with proposes to sell to Banc of America Securities LLC ("BAS" or the initial purchasers named "Underwriter") $703,475,133 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") having the aggregate initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the terms and conditions stated herein, precise initial Class Certificate Balance or Initial Notional Amount within such range to issue and sell to be determined by the Purchasers Company in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”sole discretion). The Notes shall be issued under an indenture dated as Offered Certificates, together with three classes of February 1, 2013 subordinate certificates (the “Base Indenture”"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 240 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 28, 2006, by and between the Company Company, as purchaser and The Bank of New York MellonAmerica, National Association, as Trustee seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Trustee”) "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as supplemented by a fourth supplemental indenture that the "Agreement." Elections will be dated made to treat the assets of the Trust Estate as of May 20multiple separate real estate mortgage investment conduits (each, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”a "REMIC"). The Notes will Certificates are to be secured by the Collateral (as herein defined)issued pursuant to a pooling and servicing agreement, on which the Company has granted a security interest to Société Généraledated September 28, as common security trustee 2006 (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended "Pooling and Restated Common Terms Servicing Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"), among the Company, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as securities administrator (the Secured Debt Holder Group Representatives (as defined therein"Securities Administrator"), CitiMortgage, Inc., as master servicer (the Secured Hedge Representatives "Master Servicer") and U.S. Bank National Association, as trustee (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Trustee"). The holders of the Notes Offered Certificates will be entitled issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to the benefits of a Registration Rights Agreement be dated September 28, 2006, between BAS, as of the Closing Date (as hereinafter defined) between purchaser and the Company and the Purchasers (the “Registration Rights "Purchase Agreement”), pursuant ") are collectively referred to which herein as the Company agrees to file a registration statement with "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities meanings assigned thereto in the Pooling and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Servicing Agreement.

Introductory. Sabine Pass Liquefaction, LLCKEMET Corporation, a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 “Purchasers”) U.S.$160,000,000 principal amount of its 5.7502.25% Senior Secured Convertible Notes due 2024 Due 2026 (“Firm Securities”) and, at the election of the Purchasers, an aggregate of up to an additional U.S.$15,000,000 principal amount (“Optional Securities”) of its 2.25% Convertible Notes Due 2026 (the Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “NotesOffered Securities”). The Notes shall ) each to be issued under an indenture dated as of February November 1, 2013 2006 (the “Base Indenture”), between the Company and The Bank of New York MellonWilmington Trust Company, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security TrusteeSecurities Act”), in accordance and hereby agrees with the Security Documents (several Purchasers as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). follows: The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between November 1, 2006, among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act Act. The Offered Securities will be convertible, at the option of 1933the holders, as amended into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a conversion price of $9.70 per share. The Company has acquired the Tantalum Capacitor Business (the “Securities ActAcquired Business”) with terms substantially identical of EPCOS AG (“EPCOS”) pursuant to the Notes an Asset and Share Purchase Agreement dated as of December 12, 2005 (the “Exchange NotesAsset Purchase Agreement”), among EPCOS AG, KEMET Electronics GmbH, KEMET Electronics S.A. and the Company (the “Acquisition”). The Company hereby agrees with intends to use the Purchasers as follows:proceeds of the Offered Securities (a) for general corporate purposes of the Company, (b) to repurchase up to $25,000,000 of shares of Common Stock (the “Stock Repurchase”) and (c) to fund future acquisitions, if any. References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company on the date of this Agreement. As used in this Agreement, the term

Introductory. Sabine Pass Liquefaction, LLC▇▇▇▇▇▇▇▇ Incorporated, a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto Credit Suisse Securities (USA) LLC and UBS Securities LLC (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 U.S.$200,000,000 principal amount of its 5.7509.750% Senior Secured Notes due 2024 2018 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreementindenture, dated as of May 28, 2013 the Closing Date (the “Common Terms AgreementIndenture”), among the Company, the Secured Debt Holder Group Representatives Guarantors (as defined therein)below) and Wilmington Trust FSB, as Trustee. The Offered Securities will be unconditionally guaranteed as to the payment of principal and interest initially by each domestic subsidiary of the Company listed on the signature pages of this Agreement (the “Initial Guarantors” and such guarantees, the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)“Guarantees”). The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between among the Company Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees and the Guarantors agree to file a registration statement with the Commission registering the resale of the Offered Securities and Exchange Commission the related Guarantees under the Securities Act. The Securities are being offered and sold by the Company and the Guarantors in connection with the acquisition of ▇▇▇▇▇▇▇, Inc. (the “CommissionAcquisition”) registering pursuant to that certain agreement and plan of merger, dated as of April 3, 2011, among ▇▇▇▇▇▇▇, Inc. (the exchange “Target”), DLBMS, Inc. and the Company. In connection with the Acquisition (i) the Company will enter into a credit facility (the credit agreement governing the credit facility together with all other documents related to such facility, the “Credit Documents”) with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto, for a new term loan of $190,000,000 and a new revolving credit facility of $60,000,000 (together, the “Credit Facilities”) and (ii) the Company will repay any outstanding indebtedness under the Company’s existing amended and restated credit agreement originally dated as of June 26, 2009 with Bank of America, N.A., as administrative agent and the lenders party thereto, and the Target’s existing amended and restated credit facility, originally dated as of December 22, 2008, by and among ▇▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ Electronics Inc. and ▇▇▇▇▇▇▇ Acquisition Company, Inc., U.S. Bank National Association as the agent and the lenders party thereto (together, the “Existing Credit Facilities”), each as described in the Pricing Disclosure Package. Immediately following the Acquisition, additional entities (the “Additional Guarantors” and together with the Initial Guarantors, the “Guarantors”) will be joined as parties to this Agreement pursuant to a joinder agreement, the form of which is attached hereto as Exhibit A (the “Joinder Agreement”). The Offered Securities will be sold to the Purchasers without being registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act, for resale by the Purchasers in compliance with terms substantially identical Regulation S under the Securities Act or to qualified institutional buyers as defined in Rule 144A under the Notes Securities Act (“QIBs”) in compliance with Rule 144A. As of the “Exchange Notes”). The date of this Agreement each of the Company and each Initial Guarantor hereby agrees agrees, and as of the Closing date, upon consummation of the Acquisition and the execution and delivery of the Joinder Agreement, each of the Company, each Initial Guarantor and each Additional Guarantor hereby agrees, with the Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCAsset Backed Funding Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with proposes to sell to Banc of America Securities LLC ("BAS"), as representative (in such capacity, the initial purchasers named "Representative") of BAS, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., Greenwich Capital Markets, Inc. and SG Americas Securities, LLC (collectively, the "Underwriters"), $733,871,000 aggregate Certificate Principal Balance of the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB6 identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the terms and conditions stated herein, precise Original Class Certificate Principal Balances within such range to issue and sell to be determined by the Purchasers Company in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”sole discretion). The Notes shall Offered Certificates, together with the Class B-1, Class B-2, Class B-3, Class CE, Class P, Class R and Class R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust fund consisting primarily of two pools of fixed and adjustable-rate mortgage loans, as described in Schedule I (the "Mortgage Loans") to be issued under an indenture acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated as of February July 1, 2013 (the “Base Indenture”), 2006 between the Company and The Bank Credit-Based Asset Servicing and Securitization LLC ("C-BASS"). As of New York Mellon, the close of business on the date specified in Schedule I as Trustee the cut-off date (the “Trustee”"Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Swap Account) as supplemented by multiple separate real estate mortgage investment conduits (each, a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”"REMIC"). The Notes will Certificates are to be secured by the Collateral (as herein defined), on which the Company has granted issued pursuant to a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended pooling and Restated Common Terms Agreementservicing agreement, dated as of May 28July 1, 2013 2006 (the “Common Terms "Pooling Agreement”"), among the Company, as depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the Secured Debt Holder Group Representatives "Servicer"),C-BASS and U.S. Bank National Association, as trustee (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Trustee"). The holders of the Notes Offered Certificates will be entitled issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to the benefits of a Registration Rights Agreement be dated as of the Closing Date (as hereinafter defined) July 31, 2006, between BAS and the Company and the Purchasers (the “Registration Rights "Purchase Agreement”), pursuant ") are collectively referred to which herein as the Company agrees to file a registration statement with "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (meanings assigned thereto in the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Pooling Agreement.

Introductory. Sabine Pass LiquefactionIndyMac ABS, LLCInc., a Delaware limited liability company corporation (the “CompanyDepositor”) and a wholly-owned bankruptcy-remote subsidiary of IndyMac Bank, F.S.B. (the “Seller”), agrees with the initial purchasers named in Schedule A hereto proposes to cause IndyMac Residential Asset-Backed Trust, Series 2004-LH1 (the “PurchasersTrust”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 approximately $500,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 Class A Notes, Series 2004-LH1 (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 ) to the Underwriters named in Schedule I attached hereto pursuant to this underwriting agreement (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “IndentureAgreement”). The Notes will assets of the Trust include, among other things, a pool of adjustable rate home equity line of credit loans made or to be secured by made in the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee future under certain home equity revolving credit line loan agreements (the “Common Security TrusteeHELOCs”), in accordance with ) and residential lot loans (the Security Documents “Lot Loans”) secured by first or junior lien deeds of trust or mortgages on properties that are primarily one- to four-family residential properties to be delivered on the Closing Date (as defined below) (the “Mortgage Loans”) and all monies due under the HELOCs after the close of business on November 30, 2004 and all monies due under the Lot Loans after December 1, 2004 (each such date, the “Cut-off Date”) (exclusive of payments in respect of accrued interest due on or prior to the Amended Cut-off Date) and Restated Common Terms property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure. In addition, the Notes will have the benefit of an irrevocable and unconditional note guaranty insurance policy (the “Policy”) to be issued by Ambac Assurance Corporation (the “Insurer”) pursuant to an Insurance and Indemnity Agreement, dated as of May 28December 22, 2013 2004 (the “Common Terms Insurance Agreement”) among the Insurer, the Depositor, the Seller, the Trust and Deutsche Bank National Trust Company as indenture trustee (the “Indenture Trustee”). The Trust will be formed pursuant to a Trust Agreement, dated as of December 14, 2004 (the “Trust Agreement” and as amended and restated on December 22, 2004, the “Amended and Restated Trust Agreement”), among the CompanySeller, the Secured Debt Holder Group Representatives Depositor and Wilmington Trust Company (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee “Owner Trustee”) and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled issued pursuant to an Indenture (the benefits of a Registration Rights Agreement “Indenture”), dated as of December 22, 2004, between the Closing Date Trust, as issuer (the “Issuer”) and the Indenture Trustee. The Mortgage Loans and certain other assets of the Trust will be sold by the Seller to the Depositor pursuant to a separate Mortgage Loan Purchase Agreement, dated as hereinafter definedof December 1, 2004 (the “Purchase Agreement”) between the Company Depositor and the Purchasers Seller, and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement, dated as of December 1, 2004 (the “Registration Rights Sale and Servicing Agreement”), pursuant to which among the Company agrees to file a registration statement with Issuer, the Securities and Exchange Commission Seller, the Depositor, IndyMac Bank, F.S.B. as servicer (the “CommissionServicer”) registering and the exchange Indenture Trustee. The Trust will be administered pursuant to the administration agreement, dated as of registered notes for the Notes or resale of the Notes under the Securities Act of 1933December 22, as amended 2004 (the “Securities ActAdministration Agreement”) with terms substantially identical ), among the Trust, the Servicer, as administrator, and Deutsche Bank, as Indenture Trustee and bond administrator. The Notes will be subject to the Notes a mandatory auction administered pursuant to an auction administration agreement, dated as of December 22, 2004 (the “Exchange NotesAuction Administration Agreement”), among the Trust, Lehman, as auction administrator and the Indenture Trustee, as auction paying agent. The Company hereby agrees An indemnification agreement, dated as of December 17, 2004 (the “Indemnification Agreement”), among the L▇▇▇▇▇, Bear and the Insurer, will each govern the liability of such parties with respect to the Purchasers losses resulting from material misstatements or omissions contained in the Prospectus Supplement (as follows:defined below). This Agreement, the Insurance Agreement, the Trust Agreement, the Amended and Restated Trust Agreement, the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Auction Administration Agreement, the Indemnification Agreement and the Policy are collectively referred to herein as the “Basic Documents.” Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Sale and Servicing Agreement.

Introductory. Sabine Pass LiquefactionH&E Equipment Services, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to Deutsche Bank Securities Inc. (the Purchasers in the aggregate U.S.$2,000,000,000 “Purchaser”) U.S. $100,000,000 principal amount of its 5.7507% Senior Secured Notes due 2024 2022 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture that certain indenture, dated as of February 1August 20, 2013 2012 (the “Base Indenture”), between by and among the Company Company, the Guarantors (as defined below) and The Bank of New York MellonMellon Trust Company, N.A., as Trustee Trustee. The Offered Securities will be unconditionally guaranteed (together, the “Guarantees”) by each of the entities listed on Schedule A attached hereto (together, the “Guarantors”). As used herein, the term “Offered Securities” shall include the Guarantees thereof by the Guarantors, unless the context otherwise requires. The United States Securities Act of 1933 is herein referred to as the “Securities Act.” The Company has previously issued $530,000,000 in aggregate principal amount of its 7% Senior Notes due 2022 under the Indenture (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “IndentureExisting Notes”). The Offered Securities constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the General Disclosure Package (as defined below), the Offered Securities will have identical terms to the Existing Notes and will be secured by treated as a single class of notes for all purposes under the Collateral Indenture. The Offered Securities will be offered and sold to the Purchaser without registration under the Securities Act in reliance upon an exemption therefrom. Upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Offered Securities shall bear the legends set forth in the Final Offering Memorandum (as herein defineddefined below), on which . The Purchaser has advised the Company has granted a security interest that the Purchaser will make offers to Société Générale, as common security trustee sell (the “Common Security TrusteeExempt Resales”), ) the Offered Securities purchased by the Purchaser on the terms set forth in accordance with the Security Documents General Disclosure Package solely (i) in the United States to persons whom the Purchaser reasonably believes to be “qualified institutional buyers” (“QIBS”) as defined in Rule 144A under the Amended Securities Act, and Restated Common Terms Agreement, dated as of May 28, 2013 (ii) outside the United States to non-U.S. persons in reliance upon Regulation S under the Securities Act (the purchasers specified in clauses (i) and (ii) being referred to herein as the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). Eligible Purchasers.” The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defined) between by and among the Company Company, the Guarantors and the Purchasers Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering to exchange the exchange Offered Securities for a new issue of substantially identical debt securities issued under the indenture and registered notes for the Notes or resale of the Notes under the Securities Act of 1933Act, as amended (the “Securities Act”) with terms substantially identical subject to the Notes (the “Exchange Notes”)terms and conditions specified therein. The Company and the Guarantors hereby agrees agree with the Purchasers Purchaser as follows:

Introductory. Sabine Pass LiquefactionRBS Holdings, LLCInc., a Delaware limited liability company corporation (the “Company”"COMPANY"), agrees with which will be renamed Rexnord Corporation immediately prior to the initial purchasers named in Schedule A hereto closing of the Acquisition (the “Purchasers”) as defined below), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 "PURCHASERS") $225,000,000 principal amount of its 5.75010 1/8% Senior Secured Subordinated Notes due 2024 2012 (the “Notes”). The Notes shall "OFFERED SECURITIES") to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will Indenture to be dated as of May 20November 25, 2014, relating to the Notes 2002 (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"INDENTURE"), among the Company, RBS Global, Inc. ("PARENT"), each of the Secured Debt Holder Group Representatives entities listed on Schedule B hereto (together with Parent, the "GUARANTORS"), and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "SECURITIES ACT"). Concurrently with the purchase and sale of the Offered Securities, RBS Acquisition Corporation, a wholly owned subsidiary of the Company, and certain other wholly owned subsidiaries of the Company will acquire (the "ACQUISITION") the business described in the Offering Circular (as defined thereinbelow) from Invensys plc and certain of its affiliates pursuant to and on the terms and conditions contained in the Stock Purchase Agreement dated as of September 27, 2002 (the "STOCK PURCHASE AGREEMENT"), the Secured Hedge Representatives (as defined therein)between RBS Acquisition Corporation and Invensys plc and certain of its subsidiaries. In connection therewith, the Secured Gas Hedge Representatives (Company hereby agrees with the several Purchasers as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). follows: The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of even date herewith among the Closing Date Company, the Guarantors (as hereinafter defineddefined in paragraph 2(f) between the Company below) and the Purchasers (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the exchange of registered notes for the Notes or resale of the Notes Offered Securities under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass Liquefaction, LLCHorizon PCS Escrow Company, a Delaware limited liability company corporation (the “Company”"ESCROW COMPANY"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC ("CSFB") and ▇▇▇▇▇▇ Brothers Inc. (the Purchasers in the aggregate U.S.$2,000,000,000 "PURCHASERS") U.S.$125,000,000 principal amount of its 5.75011 -3/8% Senior Secured Notes due 2024 2012 (the “Notes”). The Notes shall "OFFERED SECURITIES") to be issued under an indenture (the "INDENTURE"), dated as of February 1, 2013 the Closing Date (the “Base Indenture”as defined herein), between among the Escrow Company, the Company (as defined below), the Guarantors (as defined below) and The U.S. Bank of New York MellonNational Association, as Trustee (the “Trustee”"TRUSTEE"), on a private placement basis pursuant to an exemption under Section 4(2) of the U.S. Securities Act of 1933, as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes amended (the “Fourth Supplemental Indenture”"SECURITIES ACT"). The Company and its subsidiaries previously filed voluntary petitions for relief (Case Nos. 03-62424, 03-62425 and 03-62426) with the United States Bankruptcy Court for the Southern District of Ohio (the "BANKRUPTCY COURT"). On June 27, 2004, the Company and its subsidiaries filed a plan of reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code. The issuance and sale of the Offered Securities pursuant to this Agreement is part of a series of transactions designed to reorganize the ownership and capital structure of Horizon PCS, Inc., a Delaware corporation (the "COMPANY" and, together with the Base IndentureEscrow Company, the “Indenture”"NOTE ISSUERS"). Such transactions are referred to herein as the "REORGANIZATION." As part of the consummation of the Reorganization, the Escrow Company will merge with and into Horizon PCS Escrow Holding Company, a Delaware corporation (the "HOLDING COMPANY"), which will in turn, merge with and into the Company, with the Company being the surviving entity (the "MERGERS"). Upon consummation of the Reorganization and the Mergers, the Company will succeed to the obligations of the Escrow Company hereunder and under the Indenture and the Offered Securities and the Company's obligations under the Registration Rights Agreement (as defined herein) will become operative. In addition, upon consummation of the Mergers, the Offered Securities will become fully and unconditionally guaranteed (the "GUARANTEES") as to payment of principal and interest and premium and liquidated damages, if any, on an unsecured senior basis, jointly and severally, by all of the Company's subsidiaries (after giving effect to the Reorganization) listed on Schedule A hereto (collectively, the "GUARANTORS" and, together with the Note Issuers, the "ISSUERS"). At the Closing Date, the Escrow Company will deposit the net proceeds from the offering of the Offered Securities, and the Company will deposit such additional amounts equal to accrued and unpaid interest on the Offered Securities to but not including the 120th day after the issuance of the Offered Securities (expected to be November 16, 2004), in an escrow account (the "ESCROW ACCOUNT") pursuant to an Escrow Agreement to be dated the Closing Date (the "ESCROW AGREEMENT") among the Escrow Company, the Company and U.S. Bank National Association, as Escrow Agent (the "ESCROW AGENT"). The Notes funds in the Escrow Account will be secured by the Collateral (as herein defined)used on or before November 16, on which the Company has granted a security interest to Société Générale, as common security trustee 2004 (the “Common Security Trustee”)"MERGER DATE") to consummate the Reorganization on the terms described in the Escrow Agreement or, in accordance with the Security Documents event of a Special Mandatory Redemption (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”Offering Document), among released to finance the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))purchase price in connection therewith. The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between among the Company Issuers and the Purchasers (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agrees and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the exchange of registered notes for the Notes or resale of the Notes Offered Securities under the Securities Act of 1933Act. This Agreement, the Offered Securities, the Guarantees, the Indenture, the Registration Rights Agreement and the Escrow Agreement are hereinafter referred to collectively as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”)Transaction Documents. The Company Issuers hereby agrees agree with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCThe CIT Group Securitization Corporation II, a Delaware limited liability company corporation (the “Company”)"Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, agrees with the initial purchasers named in Schedule Inc., a Delaware corporation ("CIT") proposes to cause CIT RV Owner Trust 1996-A hereto (the “Purchasers”"Trust") subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 $236,250,000 principal amount of its 5.750Class A 5.40% Senior Secured Asset Backed Notes due 2024 (the “"Notes”") and $13,750,000 principal amount of its 5.85% Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"). The Notes shall Securities are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of retail receivables generated pursuant to motor vehicle retail installment sale contracts (the "Initial Contracts") secured by new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), and certain monies received thereunder on or after February 1, 1996, amounts deposited in the Pre-Funding Account and Capitalized Interest Account, the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be issued under an indenture dated as of February 1, 2013 1996 (the “Base "Cash Collateral Agreement") between the Trust, the Owner Trustee, the Servicer and The Dai-Ichi Kangyo Bank, Limited, New York Branch (the "Cash Collateral Depositor") and the Sale and Servicing Agreement (as defined below), additional retail receivables generated pursuant to motor vehicle retail installment sale contracts (the "Subsequent Contracts;" and together with the Initial Contracts, the "Contracts") secured by new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles;" and together with the Initial Financed Vehicles, the "Financed Vehicles") to be conveyed to the Trust subsequent to the date of issuance of the Securities and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of February 1, 1996 (the "Sale and Servicing Agreement") among the Trust, the Seller, and The CIT Group/Sales Financing, Inc., a wholly-owned subsidiary of CIT, as servicer ("CITSF" or the "Servicer"). The Contracts and other assets of the Trust will be sold by CITSF to the Seller pursuant to a Purchase Agreement to be dated as of February 1, 1996 (the "Purchase Agreement") between CITSF and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Contracts and other property sold by CITSF to the Seller will first be purchased by CITSF from The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a Purchase Agreement to be dated as of February 1, 1996 (the "CITCF-NY Sale Agreement") between CITCF-NY and CITSF. The Servicer will service the Contracts on behalf of the Trust pursuant to the Sale and Servicing Agreement. The Notes will be issued pursuant to the Indenture to be dated as of February 1, 1996 (as amended and supplemented from time to time, the "Indenture”"), between the Company Trust and ▇▇▇▇▇▇ Trust and Savings Bank (the "Indenture Trustee"). Pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks imposed on the Trust under the Indenture. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to a Trust Agreement to be dated as of February 1, 1996 (the "Trust Agreement"), between the Seller and The Bank of New York Mellon, as Trustee (the “Trustee”Delaware) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security owner trustee (the “Common Security "Owner Trustee”"), . Capitalized terms used herein and not otherwise defined shall have the meanings given them in accordance the Sale and Servicing Agreement and the Indenture. The Seller and CITSF hereby agree with the Security Documents (as defined several Underwriters named in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Schedule I hereto (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined"Underwriters") between the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass LiquefactionCapital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Delaware Virginia limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto as beneficiary (the “PurchasersBeneficiary”) subject of the Issuer, propose to sell the terms notes of the series, classes and conditions stated herein, to issue and sell to the Purchasers tranches designated in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes shall will be issued under an indenture pursuant to the Indenture, dated as of February October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2013 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Company Issuer and The Bank of New York MellonMellon (formerly known as The Bank of New York), as Trustee trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (as herein definedcollectively, the “Collateral”). Capital One Bank (USA), on which the Company has granted National Association, a security interest to Société Générale, as common security trustee national banking association (the “Common Security TrusteeBank” and the “Seller”), in accordance has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Security Documents Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Amended Pooling and Restated Common Terms Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of May 28October 9, 2013 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Common Terms Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Barclays Capital Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Seller and the Intercreditor Agent Representatives, a form of which is attached hereto as Exhibit A (as defined therein)). The holders of the Notes will be entitled to the benefits of each, a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Terms Agreement”), pursuant each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to which such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company agrees dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to file a registration statement herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-167097, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-167097-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Securities ActRules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with terms substantially identical the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Exchange NotesProspectus.”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass Liquefaction, First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “PurchasersIssuer”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 $300,000,000 principal amount of its 5.750% Senior Secured Class A Series 2018-1 Asset Backed Notes due 2024 (the “Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes shall will be issued under an indenture pursuant to a Second Amended and Restated Master Indenture, dated as of February 1September 23, 2013 2016 (as amended, the “Base Master Indenture”), between the Company Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York MellonMellon Trust Company, N.A. (“U.S. Bank”), as Trustee indenture trustee (the “Indenture Trustee”) ), as supplemented by a fourth supplemental indenture that will the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of May 20, 2014, relating to the Notes Closing Date (as defined below) (the “Fourth Supplemental Indenture”, Indenture Supplement,” and together with the Base Master Indenture, the “Indenture”). The Notes will be secured by assets of the Collateral (as herein defined)Issuer include, on which the Company has granted a security interest to Société Généraleamong other things, as common security trustee certain amounts due (the “Common Security TrusteeReceivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”), in accordance with . The Receivables are transferred to the Security Documents (as defined in Issuer pursuant to the Second Amended and Restated Common Terms Transfer and Servicing Agreement, dated as of May 28September 23, 2013 2016 (as amended, the “Common Terms Transfer and Servicing Agreement”), among the CompanyTransferor, First National Bank of Omaha, a national banking association (the Secured Debt Holder Group Representatives (as defined therein“Bank”), as servicer (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee “Servicer”) and the Intercreditor Agent (as defined therein))Issuer. The holders of the Notes will be entitled Receivables transferred to the benefits of a Registration Rights Agreement Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of the Closing Date September 23, 2016 (as hereinafter defined) between the Company and the Purchasers (amended, the “Registration Rights Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to which the Company agrees Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Bank, as “originator” for purposes of the EU Retention Rules (as defined below), will also make certain representations, warranties and covenants to file a registration statement the Issuer in connection with the Securities EU Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and Exchange covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date, (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) , in each case as in effect on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “CommissionAsset Representations Reviewer”) registering in certain circumstances for compliance with certain representations and warranties made about the exchange Receivables, in accordance with the Asset Representations Review Agreement, dated as of registered notes for September 23, 2016 (as amended or supplemented from time to time, the Notes or resale of “Asset Representations Review Agreement”), among the Notes under Issuer, the Securities Act of 1933Transferor, the Bank in the capacity as RPA Seller and the capacity as Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the Asset Representations Review Agreement are referred to herein, collectively, as amended (the “Securities Act”) with Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms substantially identical to used herein have the Notes (meanings assigned in the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Transaction Documents.

Introductory. Sabine Pass Liquefaction, LLCCNX Resources Corporation, a Delaware limited liability company corporation (the “Company”), agrees with proposes to issue and sell to the initial purchasers several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) subject to ), acting severally and not jointly, the terms and conditions stated herein, to issue and sell to the Purchasers respective amounts set forth in the such Schedule A hereto of $400,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 7.250% Senior Secured Notes due 2024 2032 (the “Notes”). The Notes shall be issued under an indenture dated ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the sole representative of February 1, 2013 the several Initial Purchasers (the “Base Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will to be dated as of May 20the Closing Date (as defined in Section 2 hereof), 2014among the Company, relating to the Notes Guarantors (the “Fourth Supplemental Indenture”as defined below) named therein as parties thereto and UMB Bank, and together with the Base IndentureN.A., as trustee (in such capacity, the “IndentureTrustee”). The Notes will be secured by issued only in book-entry form in the Collateral (as herein defined), on which the Company has granted a security interest to Société Généralename of Cede & Co., as common security trustee nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))DTC. The holders payment of principal of, premium, if any, and interest on the Notes will be entitled to fully and unconditionally guaranteed (the benefits “Guarantees”) on a senior unsecured basis, jointly and severally, by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of a Registration Rights Agreement dated as of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as hereinafter defineddefined below) between and agrees that the Company and Initial Purchasers may resell, subject to the Purchasers conditions set forth herein, all or a portion of the Securities to purchasers (the “Registration Rights AgreementSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”), pursuant . The Securities are to which be offered and sold to or through the Company agrees to file a registration statement Initial Purchasers without being registered with the U.S. Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) with terms substantially identical to or Regulation S under the Notes Securities Act (the “Exchange NotesRegulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated February 12, 2024 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby agrees confirms its agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCWCA Waste Corporation, a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse Securities (USA) LLC (the Purchasers in the aggregate U.S.$2,000,000,000 initial “Purchaser”) U.S. $150,000,000 principal amount of its 5.7509.25% Senior Secured Notes due 2024 2014 (the “Notes”). The Notes shall ) to be issued under an indenture indenture, dated as of February 1July 5, 2013 2006 (the “Base Indenture”), between and to be made by and among the Company Company, the Guarantors (as defined below) and The Bank of New York MellonTrust Company, N.A., as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that . The Notes will be dated as of May 20, 2014, relating to the Notes unconditionally guaranteed (the “Fourth Supplemental Indenture”, and together with the Base Indenturetogether, the “IndentureGuarantees”) by each of the entities listed on Schedule A attached hereto (each a “Guarantor” and together, the “Guarantors;” the Guarantors collectively with the Purchaser, the “Obligors”). The Notes will be secured by together with the Collateral (as Guarantees are herein defined), on which collectively called the Company has granted a security interest to Société Générale“Offered Securities.” The United States Securities Act of 1933, as common security trustee (amended, is herein referred to as the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). Securities Act.” The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below) between the Company Obligors and the Purchasers Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes Offered Securities under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical . Notwithstanding any provision hereof to the Notes contrary, all representations, warranties, covenants and agreements herein of the Guarantors shall not be effective prior to the Closing Date (the “Exchange Notes”as defined below). The Company and the Guarantors hereby agrees agree with the Purchasers Purchaser as follows:

Introductory. Sabine Pass LiquefactionBCFWC Mergersub, LLCInc., a Delaware limited liability company corporation (the “CompanyMergersub”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $305,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.75011 1/8% Senior Secured Notes due 2024 2014 (the “Notes”). Banc of America Securities LLC, Bear, ▇▇▇▇▇▇▇ & Co. Inc. and Wachovia Capital Markets, LLC have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Notes shall will be issued under pursuant an indenture indenture, to be dated as of February 1April 13, 2013 2006 (the “Base Indenture”), between the Company Burlington Coat Factory Warehouse Corporation (the “Company”) (as successor to Mergersub), the Guarantors (as defined below) and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A., as Trustee trustee (the “Trustee”) as supplemented ). The Company will succeed to ▇▇▇▇▇▇▇▇▇’s obligations under the Notes and the Indenture by a fourth supplemental indenture that operation of law. Notes will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”) pursuant to a letter of representations, and together with to be dated on or before the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Section 2 hereof) (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement relating to the Notes, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers April 13, 2006 (the “Registration Rights Agreement”), pursuant among the Company, the Guarantors and the Initial Purchasers. Pursuant to which the Registration Rights Agreement, the Company agrees and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to each series of Notes (the “Exchange Notes”) to be offered in exchange for such Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed, on a senior unsecured basis, jointly and severally by (i) the Guarantors listed on Schedule B and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Securities are being issued as part of the financing necessary to effect the merger (the “Merger”) of Mergersub with and into the Company, with the Company as the surviving entity. The Merger will be effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 18, 2006, between the Company, Burlington Coat Factory Holdings, Inc. (f/k/a BCFWC Acquisition, Inc.) (“Parent”) and Mergersub. In connection with the Merger, ▇▇▇▇ Capital Partners, LLC or one or more of its affiliates (the “Sponsor”) as well as certain other parties will purchase for cash, common equity interests of Parent (the “Equity Financing”) in an aggregate dollar amount equal to no less than 20% of the total capitalization of Parent and its subsidiaries on a consolidated basis, and upon consummation of the Merger and the other transactions contemplated hereby, Sponsor and management will own 100% of the common equity of the Company. Mergersub will simultaneously enter into a senior secured revolving credit facility and a first in, last out revolving credit facility aggregating $800.0 million (the “Revolving Credit Facility”) and a senior secured term loan facility in an amount of $900.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”), in each case among Mergersub, Burlington Coat Factory Investments Holdings, Inc. (“Holdings”), the Company, the Guarantors, the lenders party thereto and certain affiliates of the Initial Purchasers. In addition, Holdings will simultaneously enter into an indenture (the “Holdings Indenture”) among Holdings and ▇▇▇▇▇ Fargo Bank, N.A. relating to the issuance and sale of $99,309,000 aggregate principal amount at maturity of senior discount notes due 2014 (the “Holdings Notes”). References herein to the “Issuers” refer (i) prior to the Merger, solely to ▇▇▇▇▇▇▇▇▇, and (ii) following the Merger and upon the execution of the Joinder Agreement (as defined below), to the Company and the Guarantors. For the purposes of this Agreement, the term “Transactions” has the meaning given such term in the Preliminary Offering Memorandum (as defined below). This agreement (this “Agreement” or the “Purchase Agreement”), the Joinder Agreement, the Securities, the DTC Agreement, the Indenture, the Registration Rights Agreement, the Merger Agreement, the Holdings Notes, the Holdings Indenture and the Senior Secured Credit Facilities are collectively referred to herein as the “Transaction Documents.” On the Closing Date, prior to giving effect to the Merger, ▇▇▇▇▇▇▇▇▇ will execute the Notes, the Indenture and the Registration Rights Agreement. On the Closing Date, immediately after giving effect to the Merger, (i) the Company and Guarantors shall execute and deliver a joinder agreement (the “Joinder Agreement”) substantially in the form of Exhibit B hereto, whereby the Company and each Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if it was an original signatory hereto, (ii) the Company will execute the Notes and each of the Guarantors will execute a notation of guarantee representing its Guarantee and (iii) the Company and the Guarantors will execute the Indenture and the Registration Rights Agreement. The representations, warranties, authorizations, acknowledgments, covenants and agreements of the Company and the Guarantors set forth in this Agreement shall not become effective as to the Company and the Guarantors until the execution by each of them of the Joinder Agreement, at which time such representations, warranties and agreements shall become effective as to the Company and the Guarantors as if made on the date hereof pursuant to the terms of the Joinder Agreement. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the time this Agreement is executed by the parties hereto (the “Time of Execution”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company (i) has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated the date hereof (as may be amended, the “Preliminary Offering Memorandum”) and (ii) has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated the date hereof (as may be amended, the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with terms substantially identical its solicitation of offers to purchase the Notes Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Exchange NotesFinal Offering Memorandum”). The Company Issuers hereby agrees confirm their agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass LiquefactionOil States International, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto RBC Capital Markets, LLC (the “PurchasersInitial Purchaser”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 Initial Purchaser $400,000,000 principal amount of its 5.7505 1/8% Senior Secured Notes due 2024 2023 (the “NotesOffered Securities”). The Notes shall ) to be issued under an indenture indenture, to be dated as of February 1December 21, 2013 2012 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, N.A., as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). The Offered Securities will be dated unconditionally guaranteed as of May 20, 2014, relating to the Notes payment of principal and interest by each of the subsidiaries (the “Fourth Supplemental Indenture”, and together with the Base Indentureas defined below) listed on Schedule A hereto (collectively, the “Indenture”). The Notes will be secured by the Collateral (as herein defined)Guarantors” and such guarantees, on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security TrusteeGuarantees”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date (as hereinafter defineddefined below) between among the Company Company, the Guarantors and the Purchasers Initial Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees and each Guarantor shall agree to file a registration statement with the Securities and Exchange Commission registering (the “Commission”a) registering the exchange of registered notes the Offered Securities for debt securities with identical terms as the Notes or resale of the Notes under the Offered Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”)) and the exchange of the Guarantees for guarantees with identical terms as the Guarantees (the “Exchange Guarantees” and together with the Exchange Notes, the “Exchange Securities”) that will be registered under the Securities Act (the “Exchange Offer”) and (b) under certain circumstances, the resale of the Offered Securities and the related Guarantees under the Securities Act. The Each of the Company and each Guarantor hereby agrees with the Purchasers Initial Purchaser as follows:

Introductory. Sabine Pass Liquefaction, Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “CompanySeller” or “Depositor”), agrees and Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with the initial purchasers named in Schedule A hereto Barclays Capital Inc. (the “PurchasersRepresentative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) subject listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-6, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and conditions stated hereinWilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to issue and sell to the Purchasers Underwriters the Issued Notes specified in Section 3 of the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 Terms Exhibit (the “Notes”). The Notes shall be issued under an indenture dated as assets of February 1, 2013 the Issuer (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “TrusteeTrust Estate”) as supplemented by a fourth supplemental indenture that will be dated as consist of May 20all money, 2014accounts, relating to chattel paper, general intangibles, goods, instruments, investment property and other property of the Notes Issuer, including without limitation (i) the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured Receivables acquired by the Collateral (as herein defined), on which Issuer under the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended Sale and Restated Common Terms Servicing Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Sale and Servicing Agreement”), by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to which the Company agrees Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to file a registration statement time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with terms substantially identical the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the Notes and the method of distribution thereof. Prior to the date and time of the first Contract of Sale (as defined in Section 4(j) hereof) for the Notes (the “Exchange NotesTime of Sale”), the Seller had prepared (i) Issuer Free Writing Prospectus(es) (as defined in Section 16(a)(iii) hereof) issued at or prior to the Time of Sale and (ii) the Preliminary Prospectus, dated November 6, 2023 (subject to completion). The Company hereby agrees with the Purchasers as follows:As used herein,

Introductory. Sabine Pass LiquefactionUnited Rentals (North America), LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 “Purchasers”) U.S. $1,000,000,000 principal amount of its 5.750% 6½% Senior Secured Notes due 2024 2012 (the “Notes”). The Notes shall will be unconditionally guaranteed (each, a “Guaranty”) on a senior basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued under an indenture dated as of February 117, 2013 2004 (the “Base Indenture”), between among the Company Company, the Guarantors and The Bank of New York MellonYork, as Trustee trustee (the “Trustee”). The Notes and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”. Concurrently with the consummation of the issue and sale of the Offered Securities (the “Offering”), the Company will enter into an amended and restated credit agreement (the “Amendment and Restatement”) as supplemented by a fourth supplemental indenture that will be dated as of May April 20, 20142001 (as amended, relating the “Amended and Restated Credit Agreement”) among Holdings, the Company, certain of the Company’s Canadian subsidiaries, the lenders party thereto, JPMorgan Chase Bank, as U.S. Administrative Agent, JPMorgan Chase, Toronto Branch, as Canadian Administrative Agent, and Bank of America, N.A., as Collateral Agent. The Company will use the proceeds of the Notes to purchase in the tender offer, pursuant to the Notes offer to purchase, dated January 16, 2004, (the “Fourth Supplemental IndentureTender Offer”) up to $860,000,000 principal amount of its 10¾% Senior Notes due 2008 issued by the Company under two indentures dated April 20, 2001 and December 24, 2002 (the “10¾% Notes”). Prior to the consummation of the issue and sale of the Offered Securities, the Company will issue and sell (the “Senior Subordinated Notes Offering”) up to $375,000,000 aggregate principal amount of senior subordinated notes. The Company will use the proceeds of the Senior Subordinated Notes Offering to redeem (the “9¼% Redemption”) $300,000,000 principal amount of 9¼% Senior Subordinated Notes due 2009 issued by the Company in May 1998 (the “9¼% Notes”), at the redemption price set forth in the indenture for 9¼% Notes and otherwise in accordance in all respects with such indenture. In addition, following consummation of the issue and sale of the Offered Securities the Company plans to use the remaining proceeds from the Senior Subordinated Notes Offering together with funds available under the Amended and Restated Credit Agreement to redeem (the “9% Redemption”, and together with the Base 9¼% Redemption, the “Redemption”), during the first redemption period, $250,000,000 principal amount of 9% Senior Subordinated Notes due 2009 (the “9% Notes”) issued by the Company in March 1999. The Amendment and Restatement, the Tender Offer and the Redemption are collectively referred to herein as the “Transactions.” The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”) from the lenders required to effect the Amendment and Restatement. This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture, the Notes and the Guaranties are referred to herein as the “IndentureOperative Documents”). The Notes Holders (including subsequent transferees) of the Offered Securities will be secured by entitled to the Collateral (as herein defined), on which benefit of a Registration Rights Agreement dated the Company has granted a security interest to Société Générale, as common security trustee Closing Date (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Registration Rights Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Guarantors and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”)Purchasers, pursuant to which the Company agrees and the Guarantors will be obligated to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering (i) a registration statement (the exchange of registered notes for the Notes or resale of the Notes “Exchange Offer Registration Statement”) under the Securities Act registering an issue of 1933, as amended (senior notes of the “Securities Act”) with terms substantially identical to Company guaranteed by the Notes Guarantors (the “Exchange NotesSecurities”), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act. The Company hereby agrees and the Guarantors jointly and severally agree with the several Purchasers as follows:

Introductory. Sabine Pass Liquefaction, First National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “PurchasersIssuer”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 $300,000,000 principal amount of its 5.750% Senior Secured Class A Series 2015-1 Asset Backed Notes due 2024 (the “Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by First Amended and Restated Trust Agreement dated as of December 20, 2012 (collectively, the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes shall will be issued under an indenture pursuant to a First Amended and Restated Master Indenture, dated as of February 1December 20, 2013 2012 (as amended, the “Base Master Indenture”), between the Company Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York MellonMellon Trust Company, N.A. (“U.S. Bank”), as Trustee indenture trustee (the “Indenture Trustee”) ), as supplemented by a fourth supplemental indenture that will the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of May 20, 2014, relating to the Notes Closing Date (as defined below) (the “Fourth Supplemental Indenture”, Indenture Supplement,” and together with the Base Master Indenture, the “Indenture”). The Notes will be secured by assets of the Collateral (as herein defined)Issuer include, on which the Company has granted a security interest to Société Généraleamong other things, as common security trustee certain amounts due (the “Common Security TrusteeReceivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”), in accordance with . The Receivables are transferred to the Security Documents (as defined in Issuer pursuant to the First Amended and Restated Common Terms Transfer and Servicing Agreement, dated as of May 28December 20, 2013 2012 (as amended, the “Common Terms Transfer and Servicing Agreement”), among the CompanyTransferor, First National Bank of Omaha, a national banking association (the Secured Debt Holder Group Representatives (as defined therein“Bank”), as servicer (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee “Servicer”) and the Intercreditor Agent (as defined therein))Issuer. The holders of the Notes will be entitled Receivables transferred to the benefits of a Registration Rights Agreement Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the First Amended and Restated Receivables Purchase Agreement, dated as of the Closing Date December 20, 2012 (as hereinafter defined) between the Company and the Purchasers (amended, the “Registration Rights Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to which the Company agrees to file a registration statement with the Securities First Amended and Exchange Commission Restated Administration Agreement, dated as of December 20, 2012 (as amended, the “CommissionAdministration Agreement”) registering ), between the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933Bank, as amended administrator (in such capacity, the “Securities ActAdministrator”) with terms substantially identical ), and the Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to the Notes (herein, collectively, as the “Exchange Notes”). The Company hereby agrees with Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the Purchasers as follows:extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

Introductory. Sabine Pass LiquefactionCapital One Auto Receivables, LLC, a Delaware limited liability company (the “CompanySeller” or “Depositor”), agrees with the initial purchasers named in Schedule A hereto and Capital One, National Association, a national banking association (the “PurchasersBank”), confirm their agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, LLC (the “Representatives”), as representatives of the several underwriters (the “Underwriters”) subject listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2019-2, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms and conditions stated hereinIndenture, to issue be dated as of the Closing Date (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Purchasers Underwriters a portion of the Issued Notes in the aggregate U.S.$2,000,000,000 principal amount amounts specified in Section 3 of its 5.750% Senior Secured Notes due 2024 the Terms Exhibit (the “Notes”). The Notes shall be issued under an indenture dated as assets of February 1, 2013 the Issuer (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “TrusteeTrust Estate”) as supplemented by a fourth supplemental indenture that will be dated as consist of May 20all money, 2014accounts, relating to chattel paper, general intangibles, goods, instruments, investment property and other property of the Notes Issuer, including without limitation (i) the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured Receivables acquired by the Collateral (as herein defined), on which Issuer under the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Sale Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will to be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to which the Company agrees Indenture or the Servicing Agreement, to file a registration statement be dated as of the Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) with terms substantially identical ), a shelf registration statement on Form SF-3 (No. 333-226529), including a form of prospectus, relating to the Notes (offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on November 6, 2018 and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Exchange Notes”). The Company hereby agrees with Registration Statement.” For purposes of this Agreement, the Purchasers “effective date” means the later of (a) the date and time as follows:of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. Sabine Pass Liquefaction, LLCBanc of America Funding Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with proposes to sell to Banc of America Securities LLC ("BAS" or the initial purchasers named "Underwriter") $941,391,425 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the terms and conditions stated herein, precise initial Class Certificate Balance within such range to issue and sell to be determined by the Purchasers Company in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”sole discretion). The Notes shall be issued under an indenture dated as Offered Certificates, together with three classes of February 1, 2013 subordinate certificates (the “Base Indenture”"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated March 30, 2006, by and between the Company Company, as purchaser and The Bank of New York MellonAmerica, National Association, as Trustee seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Trustee”) "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as supplemented by a fourth supplemental indenture that the "Agreement." Elections will be dated made to treat the assets of the Trust Estate as of May 20multiple separate real estate mortgage investment conduits (each, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”a "REMIC"). The Notes will Certificates are to be secured by the Collateral (as herein defined)issued pursuant to a pooling and servicing agreement, on which the Company has granted a security interest to Société Généraledated March 30, as common security trustee 2006 (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended "Pooling and Restated Common Terms Servicing Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"), among the Company, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the Secured Debt Holder Group Representatives "Master Servicer") and as securities administrator (as defined thereinthe "Securities Administrator"), and U.S. Bank National Association, as trustee (the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Trustee"). The holders of the Notes Offered Certificates will be entitled issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to the benefits of a Registration Rights Agreement be dated March 30, 2006, between BAS, as of the Closing Date (as hereinafter defined) between purchaser and the Company and the Purchasers (the “Registration Rights "Purchase Agreement”), pursuant ") are collectively referred to which herein as the Company agrees to file a registration statement with "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities meanings assigned thereto in the Pooling and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:Servicing Agreement.

Introductory. Sabine Pass Liquefaction▇▇▇▇▇▇▇▇▇ Energy, LLCInc., a Delaware limited liability company corporation (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $450,000,000 in aggregate U.S.$2,000,000,000 principal amount of its 5.750the Company’s 8.750% Senior Secured Notes due 2024 2020 (the “Notes”). Banc of America Securities LLC, Deutsche Bank Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and RBC Capital Markets Corporation have agreed to act as the representatives of the Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. The Notes shall will be issued under pursuant to an indenture indenture, dated as of February 1December 16, 2013 2009 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). Notes will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”) pursuant to a letter of representations, and together with to be dated on or before the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Section 2 hereof) (the “Common Terms DTC Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein)Guarantors, the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, dated as of the Closing Date (as hereinafter defineddefined below) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company agrees and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act (as defined below) relating to another series of 1933, as amended (debt securities of the “Securities Act”) Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) ▇▇▇▇▇▇▇▇▇ Onshore, LLC, Lariat Services, Inc., ▇▇▇▇▇▇▇▇▇ Operating Company, Integra Energy, L.L.C., ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, ▇▇▇▇▇▇▇▇▇ Tertiary, LLC, ▇▇▇▇▇▇▇▇▇ Midstream, Inc., ▇▇▇▇▇▇▇▇▇ Offshore, LLC and ▇▇▇▇▇▇▇▇▇ Holdings, Inc. and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made by the Initial Purchasers is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company hereby agrees has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 8, 2009, including documents incorporated by reference therein (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 9, 2009, in the form attached hereto as Exhibit B (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Purchasers Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as follows:the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof including documents incorporated by reference therein (the “Final Offering Memorandum”).

Introductory. Sabine Pass LiquefactionMidstates Petroleum Company, Inc., a Delaware corporation (the “Company”), and Midstates Petroleum Company LLC, a Delaware limited liability company (“Midstates Sub” and, together with the Company, the “CompanyIssuers”), agrees with propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the initial purchasers other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) subject to ), acting severally and not jointly, the terms and conditions stated herein, to issue and sell to the Purchasers respective amounts set forth in the such Schedule A of $600,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Issuers’ 10.75% Senior Secured Notes due 2024 2020 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes shall Securities (as defined below) will be issued under pursuant to an indenture indenture, to be dated as of February October 1, 2013 2012 (the “Base Indenture”), between the Company Issuers and The Bank of New York Mellon▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that ). The Securities will be dated issued only in book-entry form in the name of Cede & Co., as nominee of May 20, 2014, relating to the Notes The Depository Trust Company (the “Fourth Supplemental IndentureDepositary”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers October 1, 2012 (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Company agrees Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Issuers are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Indenture and, if required to be executed pursuant to Section 2(b) hereof, the Escrow Agreement (as defined in Section 2(b) hereof), are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) with terms substantially identical or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to the Notes each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 5, 2012 (the “Exchange NotesPreliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 13, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company Issuers hereby agrees confirm their agreements with the Initial Purchasers as follows:

Introductory. Sabine Pass LiquefactionCapital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Delaware Virginia limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto as beneficiary (the “PurchasersBeneficiary”) subject of the Issuer, propose to sell the terms notes of the series, classes and conditions stated herein, to issue and sell to the Purchasers tranches designated in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes shall will be issued under an indenture pursuant to the Indenture, dated as of February October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2013 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Company Issuer and The Bank of New York MellonMellon (formerly known as The Bank of New York), as Trustee trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (as herein definedcollectively, the “Collateral”). Capital One Bank (USA), on which the Company has granted National Association, a security interest to Société Générale, as common security trustee national banking association (the “Common Security TrusteeBank” and the “Seller”), in accordance has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Security Documents Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Amended Pooling and Restated Common Terms Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of May 28October 9, 2013 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Common Terms Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, as underwriters, or through certain underwriters which include ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, one or more of which may, with ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”; each representative thereof may be referred to herein together as a or the “Representative”, or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC are the Representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Seller and the Intercreditor Agent Representatives, a form of which is attached hereto as Exhibit A (as defined therein)). The holders of the Notes will be entitled to the benefits of each, a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Terms Agreement”), pursuant each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to which such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company agrees Agreement of Funding dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to file a registration statement herein as the “Program Agreements.” The Company, has prepared and filed with the Securities and Exchange Commission (the “Commission”) registering in accordance with the exchange provisions of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-167097, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-167097-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Securities ActRules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with terms substantially identical the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Exchange NotesProspectus.”). The Company hereby agrees with the Purchasers as follows:

Introductory. Sabine Pass Liquefaction, LLCJoy Global Inc., a Delaware limited liability company corporation (the “"Company”"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 "Purchasers") U.S.$200,000,000 principal amount of its 5.7508.75% Senior Secured Subordinated Notes due 2024 2012 (the “Notes”). The Notes shall "Offered Securities") to be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreementindenture, dated as of May 28March 18, 2013 2002 (the “Common Terms Agreement”"Indenture"), among the Company, the Secured Debt Holder Group Representatives Guarantors named therein (the "Guarantors") and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as defined thereinTrustee (the "Trustee"), . The Offered Securities will be unconditionally guaranteed on a senior subordinated basis (the Secured Hedge Representatives ("Subsidiary Guarantees") by each of the Guarantors. The United States Securities Act of 1933 is herein referred to as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein))"Securities Act". The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement to be dated as of the Closing Date (as hereinafter defined) between Date, in substantially the Company same form of Schedule B hereto among the Company, the Guarantors and the Purchasers (the “"Registration Rights Agreement”"), pursuant for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to which the Registration Rights Agreement, the Company agrees and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”"), under the circumstances set forth therein, (i) registering the exchange of registered notes for the Notes or resale of the Notes a registration statement under the Securities Act of 1933, as amended (the “Securities Act”"Exchange Offer Registration Statement") with terms substantially identical relating to the Company's 8.75% Senior Subordinated Notes due 2012 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “"Exchange Notes”Securities"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof and, if applicable (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the "Securities". The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Sabine Pass LiquefactionC▇▇▇▇▇▇ Petroleum Finance Corporation, LLC, a Delaware limited liability company an Alberta corporation (the “CompanyIssuer”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 “Purchasers”) U.S.$150,000,000 principal amount of its 5.75075/8% Senior Secured Notes due 2024 (the “Notes”). The Notes shall be issued under an indenture dated as of February December 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “TrusteeNotes”) as supplemented by a fourth supplemental to be issued under an indenture that will be agreement, dated as of May 20November 22, 2014, relating to the Notes 2005 (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), among the Issuer, C▇▇▇▇▇▇ Petroleum Corporation, an Alberta corporation (“Parent”), the subsidiary guarantors listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as Trustee. The Notes will be secured by the Collateral (as herein defined)fully, on which the Company has granted a security interest to Société Générale, as common security trustee irrevocably and unconditionally guaranteed (the “Common Security TrusteeParent Guarantee”), in accordance with the Security Documents (as defined in the Amended to payment of principal, premium, if any, and Restated Common Terms Agreementinterest by Parent, dated as of May 28and will be fully, 2013 irrevocably and unconditionally guaranteed (the “Common Terms AgreementSubsidiary Guarantees”)) as to payment of principal, among premium, if any, and interest by the CompanySubsidiary Guarantors. Each of the Subsidiary Guarantees will be fully, irrevocably and unconditionally guaranteed (the “Parent-Subsidiary Guarantees” and, together with the Parent Guarantee and the Subsidiary Guarantees, the Secured Debt Holder Group Representatives (as defined therein)“Guarantees,” and, together with the Notes, the Secured Hedge Representatives (“Offered Securities”) as defined therein)to payment of principal, the Secured Gas Hedge Representatives (as defined therein)premium, the Common Security Trustee if any, and the Intercreditor Agent (as defined therein))interest on a senior basis by Parent. The holders of the Notes Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below) between among the Company Issuer, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company Issuer agrees to file a registration statement with the United States Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes Offered Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:.

Introductory. Sabine Pass Liquefaction, LLCTerex Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers several initial purchasers named in Schedule A hereto (the aggregate U.S.$2,000,000,000 "Purchasers") U.S. $200,000,000 principal amount of its 5.7509-1/4% Senior Secured Subordinated Notes due 2024 2011 (the “"Notes”). The Notes shall ") to be issued under an indenture indenture, to be dated as of February 1December 17, 2013 2001 (the “Base "Indenture”"), between the Company Company, the guarantors named therein and The Bank of New York MellonYork, as Trustee Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., Payhauler Corp., Terex Cranes, Inc., Terex-RO Corporation, Terex-Telelect, Inc., The American Crane Corporation , O&K Orenstein & Koppel, Inc., Amida In▇▇▇▇▇▇▇▇, In▇., ▇▇darapids, Inc., Standard Havens, Inc., Standard Havens Prod▇▇▇▇, Inc., BL-Pegson U▇▇, ▇▇c., Benford America, Inc., Coleman Eng▇▇▇▇▇▇▇g, Inc., EarthKi▇▇, ▇▇▇., Finlay Hydrascreen USA, Inc., Powerscreen Holdings USA, Inc., Powerscreen International LLC, Powerscreen North America, Inc., Powerscreen USA, LLC, Royer Industries, Inc., Terex Bart▇▇▇, Inc., Terex Paving, Inc. ▇▇▇ ▇▇▇ Terex Corporation (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, "Guarantors," and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein"Issuers"). For purposes of this agreement, the Secured Hedge Representatives term "Offered Securities" means the Notes, together with the guarantees (as defined therein), the Secured Gas Hedge Representatives (as defined therein), "Guarantees") thereof by the Common Security Trustee and the Intercreditor Agent (as defined therein))Guarantors. The holders United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to have the benefits of a registration rights set forth in the Registration Rights Agreement (the "Registration Rights Agreement"), to be dated as of the Closing Date (as hereinafter defined) between ), in substantially the form of Exhibit A hereto. Pursuant to the Registration Rights Agreement, the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering under the exchange of registered notes for the Notes or resale of the Notes circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”"Exchange Offer Registration Statement") with terms substantially registering an issue of senior subordinated notes identical in all material respects to the Notes (the “"Exchange Notes”") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) under the circumstances set forth therein, a registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). The Company This Agreement, the Indenture, the Offered Securities, the Exchange Notes and the Registration Rights Agreement, are sometimes referred to in this Agreement, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents," and the execution and delivery of the Indenture and the issuance and sale of the Offered Securities are sometimes referred to herein, individually, as a "Transaction" and collectively, as the "Transactions." Each of the Issuers, jointly and severally, hereby agrees with the several Purchasers as follows:

Introductory. Sabine Pass LiquefactionPar Petroleum, LLC, a Delaware limited liability company (the “CompanyPar Petroleum”), agrees and Par Petroleum Finance Corp. (“Finance Corp.” and, together with the initial purchasers named in Schedule A hereto (Par Petroleum, the “PurchasersIssuers”) subject to the terms and conditions stated herein), propose to issue and sell to ▇▇▇▇▇▇▇ Sachs & Co. LLC (the Purchasers in the “Initial Purchaser”) $105,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.750the Issuers’ 12.875% Senior Secured Notes due 2024 2026 (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Securities (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes below) will be entitled issued pursuant to the benefits of a Registration Rights Agreement an indenture, to be dated as of the Closing Date (as hereinafter defineddefined in Section 2 hereof) between the Company and the Purchasers (the “Registration Indenture”), among the Issuers, Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral trustee. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Issuers and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Par Petroleum formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The issuance and sale of the Notes, the issuance of the Guarantees, the entry by the Issuers and the Guarantors into the Security Documents (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Notes will be secured on a first priority basis, subject to Permitted Liens (as defined in the Indenture), by liens on substantially all of the property and assets of the Issuers and the Guarantors (other than Excluded Property (as defined in the Indenture)) (the “Collateral”), as more particularly described in the Pricing Disclosure Package and documented by a pledge and security agreement dated as of December 21, 2017 (as amended or supplemented, the “Security Agreement”), a collateral trust and intercreditor agreement dated as of December 21, 2017 (as amended or supplemented, the “Collateral Trust Agreement”) and mortgages, deeds of trust and other instruments evidencing or creating a security interest (collectively, with the Joinder Documents, the “Security Documents”) in favor of Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”), for its benefit, for the benefit of the present and future secured parties describe therein, and for the benefit of the Trustee and the holders of the Notes. The first-priority Liens on the Collateral securing the Notes and the Guarantees will be shared equally and ratably with obligations under the Pari Passu Lien Hedge Agreements (as defined in the Indenture), the Existing Secured Notes Indenture (as defined in the Indenture), the Term Loan B Facility (as defined in the Indenture) and any other Pari Passu Notes Lien Indebtedness (as defined in the Indenture). On the Closing Date, the Issuers will deliver to the Collateral Trustee (a) a joinder to the Collateral Trust Agreement substantially in the form of Exhibit A to the Collateral Trust Agreement, (b) an Officer’s Certificate describing in reasonable detail the respective Additional Secured Debt (as defined therein) and stating that the Issuers have incurred or intend to incur such obligations as Additional Secured Debt which is or will be permitted by the Collateral Trust Agreement and each other applicable Secured Debt Document (as defined therein) to be incurred and secured by a lien equally and ratably with all previously existing and future Secured Debt (as defined therein), (c) a written notice specifying the name and address of the Secured Representative (as defined therein) for such series of Additional Secured Debt for purposes of the Collateral Trust Agreement, and (d) any other documentation necessary under Section 3.8 of the Collateral Trust Agreement for the Notes to constitute Additional Secured Debt for purposes of the Collateral Trust Agreement. The items referred to in this paragraph are collectively referred to herein as the “Joinder Documents”. The liens on the Collateral securing the Securities will be subject to that certain Collateral Rights Agreement, dated as of December 21, 2017 (the “ABL Collateral Rights Agreement”), pursuant by and between the Collateral Trustee and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”) under the ABL Facility (as defined below), and acknowledged by the Issuers and the Guarantors and that certain Amended and Restated Acknowledgment Agreement, dated as of January 11, 2019 (the “Intermediation Acknowledgment Agreement”), by and among ▇. ▇▇▇▇ & Company LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc., the ABL Agent and the Collateral Trustee. This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities, the Security Documents (including the Joinder Documents) and the Indenture are referred to which herein as the Company agrees “Transaction Documents.” The Issuers understand that the Initial Purchaser proposes to file make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a registration statement portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 19331933 (as amended, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) with terms substantially identical to or Regulation S under the Notes Securities Act (the “Exchange NotesRegulation S”). The Company hereby agrees Issuers have prepared and delivered to the Initial Purchaser copies of a preliminary offering memorandum, dated May 27, 2020 (the “Preliminary Offering Memorandum”), and have prepared and delivered to the Initial Purchaser copies of a Pricing Supplement, dated May 27, 2020, in the form attached hereto as Schedule A (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Purchasers Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as follows:the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to the Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Sabine Pass LiquefactionOn the date hereof, LLCWaha AC Coöperatief U.A., a Delaware cooperative with excluded liability under the laws of the Netherlands (“Counterparty”), will enter into, with each of Nomura International plc (“Nomura”), Citibank N.A., London Branch (“CBNA”) and Deutsche Bank AG, London Branch (“DBAG”), a funded collar transaction (each, a “Funded Collar Transaction” and, together, the “Funded Collar Transactions”) covering 14,923,306 ordinary shares (the “Ordinary Shares”), par value € 0.01 per share, of AerCap Holdings N.V., a public limited liability company organized under the laws of the Netherlands (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “NotesIssuer”). The Notes shall be issued In connection with hedging its exposure under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined)Funded Collar Transaction, on which the Company has granted a security interest or prior to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defineddefined below), the Dealers (as defined below) between will borrow and sell to the Company and the Purchasers several underwriters named in Schedule I hereto (the “Registration Rights AgreementBlock Underwriters”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission 10,180,679 Ordinary Shares (the “CommissionOffered Securities”). As used herein, “Dealers” refers to and includes, each of Nomura, CBNA and DBAG, together with any of their respective affiliates who (i) registering borrow and/or sell Offered Securities to the exchange several Block Underwriters on behalf of registered notes for In addition, on or prior to the Notes or resale of Closing Date, the Notes under the Securities Act of 1933, as amended Dealers will borrow an additional 4,742,627 Ordinary Shares (the “Securities ActAdditional Securities”) with terms substantially identical to the Notes ), which Citigroup Global Markets Inc. (the “Exchange NotesLead Block Underwriter”) will sell as provided herein, on behalf of such Dealers, in each case, under the Registration Statement (as defined below), in connection with the Funded Collar Transaction. The Company Offered Securities and the Additional Securities will be sourced from the Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Offered Securities and the Additional Securities will be sourced from the Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Additional Securities will not be included in the offering of the Offered Securities to be underwritten by the Block Underwriters; however, the Dealers will sell the Additional Securities solely through the Lead Block Underwriter as provided herein. Counterparty, the Issuer and the Dealers hereby agrees agree with the Purchasers Block Underwriters and with each other as follows:

Introductory. Sabine Pass LiquefactionThe Scotts Miracle-Gro Company, LLC, a Delaware limited liability company an Ohio corporation (the “Company”), agrees with proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇” or the “Representative”) and the other several initial purchasers named in Schedule A hereto (collectively with the Representative, the “Initial Purchasers”) subject to the terms and conditions stated herein), to issue and sell to the Purchasers in the $200,000,000 aggregate U.S.$2,000,000,000 principal amount of its 5.7506.625% Senior Secured Notes due 2024 2020 (the “Notes”). The payment of principal of, premium, if any, and interest on the Notes shall will be issued under fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the subsidiary guarantors named in Schedule B hereto and (ii) any subsidiary of the Company that executes an indenture dated additional guarantee in accordance with the terms of the Indenture (as of February 1defined below) and their respective successors and assigns (collectively, 2013 the “Guarantors”) pursuant to their guarantees (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “IndentureGuarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be secured by issued pursuant to an indenture to be dated as of the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents Closing Date (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 Section 3 hereof) (the “Common Terms AgreementIndenture”), among the Company, the Secured Debt Holder Group Representatives Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as defined thereinnominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee Company and the Intercreditor Agent (as defined therein))Depositary. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company agrees and the Guarantors will be required to file a registration statement with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) registering the exchange of registered notes for the Notes or resale of the Notes a registration statement under the Securities Act of 19331933 (as amended, as amended (the “Securities Act”,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company hereby agrees has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 13, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 13, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Purchasers Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as follows:the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Sabine Pass Liquefaction, LLCAsset Backed Funding Corporation, a Delaware limited liability company corporation (the “"Company”"), agrees with proposes to sell to Banc of America Securities LLC ("BAS" or the initial purchasers named "Underwriter") $468,270,000 aggregate Certificate Principal Balance of its Asset-Backed Certificates identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") having the aggregate initial Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the terms and conditions stated herein, precise initial Certificate Principal Balance within such range to issue and sell to be determined by the Purchasers Company in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”sole discretion). The Notes Offered Certificates, together with the Class CE, Class P and Class R (the "Non-Offered Certificates") are collectively refereed to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed and variable interest rate mortgage loans having original terms to maturity of approximately 177 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated February 28, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement and the Swap Account) as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued under an indenture pursuant to a pooling and servicing agreement, dated as of February 1, 2013 2006 (the “Base Indenture”), between the Company "Pooling and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Servicing Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”"), among the Company, as depositor, National City Home Loan Services, Inc., as servicer (the Secured Debt Holder Group Representatives "Servicer") and ▇▇▇▇▇ Fargo Bank, N.A., as trustee (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)"Trustee"). The holders of the Notes Offered Certificates will be entitled to issued in the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, and the Purchasers (Mortgage Loan Purchase Agreement are collectively referred to herein as the “Registration Rights "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:.