CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2023 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to Morgan Stanley & Co. LLC and the initial purchasers named in Schedule A attached hereto (collectively, the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC is acting as representative, upon the terms set forth in a purchase agreement dated June 6, 2023 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), 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 the Initial Purchasers, $1,400,000,000 aggregate principal amount of its 5.95% Senior Notes due 2033 (the “Initial Securities”) to be unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture (as defined below) by each of the Issuer’s subsidiari
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P.Cheniere Energy Partners, L.P. • August 9th, 2012 • Natural gas distribution • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P., dated as of August 9, 2012, is entered into by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Limited Partners as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 19th, 2016 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2015 between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), and _________ (“Indemnitee”).
Sabine Pass Liquefaction, LLC PURCHASE AGREEMENTPurchase Agreement • March 6th, 2017 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P.Cheniere Energy Partners, L.P. • June 12th, 2012 • Natural gas distribution • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P., dated as of June 11, 2012, is entered into by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Limited Partners as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
CHENIERE ENERGY PARTNERS, L.P. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,Cheniere Energy Partners, L.P. • September 7th, 2012 • Natural gas distribution • New York
INDENTURE, dated as of _________ __, 20__, among CHENIERE ENERGY PARTNERS, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (herein called the “Partnership”), the Guarantors (as defined hereinafter) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
FIFTH OMNIBUS AMENDMENT, CONSENT AND WAIVERCommon Terms Agreement • February 25th, 2020 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
further amended by that certain Omnibus Amendment, dated as of January 9, 2013, as amended by that certain Second Omnibus Amendment (the "Second Omnibus Amendment"), dated as of January 9, 2013 (as so amended, the "Original Common Terms Agreement"), and as amended and restated by the Amended and Restated Common Terms Agreement, dated as of May 28, 2013, as amended by that certain Amendment to the Common Terms Agreement, dated as of November 20, 2013, as further amended by that certain Amendment to Common Terms Agreement, dated as of April 10, 2014, as further amended by that certain Amendment to Common Terms Agreement, dated as of June 10, 2014, as further amended by that certain Amendment to Common Terms Agreement, dated as of May 12, 2015 (as so amended and restated, the "Amended and Restated Common Terms Agreement"), that sets out certain provisions regarding, among other things, common representations and warranties of the Borrower, common covenants of the Borrower, and common Even
CHENIERE ENERGY PARTNERS, L.P. $1,500,000,000 4.000% Senior Notes due 2031 PURCHASE AGREEMENTPurchase Agreement • February 26th, 2021 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
CHANGE ORDER FORM BOG and LNG RundownCheniere Energy Partners, L.P. • May 4th, 2018 • Natural gas distribution
CHANGE ORDER FORM System Inspection IsometricsCheniere Energy Partners, L.P. • August 9th, 2018 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: May 4, 2015 CHANGE ORDER NUMBER: CO-00033 DATE OF CHANGE ORDER: May 24, 2018
LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of the 11th...Escrow Agreement • November 14th, 2011 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 11th Day of November, 2011 (the “Contract Date”), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (“Owner”), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
CHANGE ORDER FORM OSHA Handrail and Guardrail ModificationsCheniere Energy Partners, L.P. • February 21st, 2018 • Natural gas distribution
CHANGE ORDER FORM Soils Preparation Provisional Sum Partial True-Up RECON 3Cheniere Energy Partners, L.P. • November 9th, 2017 • Natural gas distribution
CONTRIBUTION AND CONVEYANCE AGREEMENT BY AND AMONG CHENIERE ENERGY PARTNERS, L.P. CHENIERE LNG HOLDINGS, LLC CHENIERE ENERGY PARTNERS GP, LLC CHENIERE ENERGY INVESTMENTS, LLC SABINE PASS LNG-GP, INC. AND SABINE PASS LNG-LP, LLC EFFECTIVE AS OF March...Contribution and Conveyance Agreement • March 26th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of March 26, 2007, is entered into by and among CHENIERE ENERGY PARTNERS, L.P., a Delaware limited partnership (“MLP”), CHENIERE LNG HOLDINGS, LLC, a Delaware limited liability company (“Cheniere Holdings”), CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (“MLP GP”), CHENIERE ENERGY INVESTMENTS, LLC, a Delaware limited liability company (“Subsidiary LLC”), SABINE PASS LNG-GP, INC., a Delaware corporation (“LNG-GP”), and SABINE PASS LNG-LP, LLC, a Delaware limited liability company (“LNG-LP”). The parties to this agreement are collectively referred to herein as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
CHANGE ORDER FORM HPAA Compressor MODBUS LinkCheniere Energy Partners, L.P. • November 9th, 2017 • Natural gas distribution
CHANGE ORDER FORM Insurance Provisional Sum CloseoutCheniere Energy Partners, L.P. • November 9th, 2017 • Natural gas distribution
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS GP, LLC (a Delaware Limited Liability Company) August 6, 2007Limited Liability Company Agreement • August 8th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (the “Company”), dated as of August 6, 2007, is adopted, executed and agreed to by Cheniere LNG Holdings, LLC, a Delaware limited liability company (“Cheniere Holdings”), as the sole Member of the Company.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 2nd, 2013 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This MANAGEMENT SERVICES AGREEMENT is made this May 27, 2013 by and between Cheniere LNG Terminals, LLC, a Delaware limited liability company (the “Manager”), and Cheniere Creole Trail Pipeline, L.P., a Delaware limited partnership (the “Project Company”). The Manager and the Project Company are sometimes individually referred to as a “Party” and, collectively, referred to as the “Parties”.
CHANGE ORDERCheniere Energy Partners, L.P. • May 4th, 2022 • Natural gas distribution
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED COMMON TERMS AGREEMENTCommon Terms Agreement • November 4th, 2021 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
This First Amendment to Third Amended and Restated Common Terms Agreement (this “Amendment”), dated as of July 26, 2021 amends the Third Amended and Restated Common Terms Agreement, dated as of March 19, 2020 (as it may be further amended, restated, supplemented or otherwise modified from time to time prior to this Amendment, the “Common Terms Agreement”), by and among Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto, Société Générale, as the Common Security Trustee (in such capacity, the “Common Security Trustee”) and as the Intercreditor Agent (in such capacity, the “Intercreditor Agent”), the Secured Debt Holder Group Representatives, the Secured Hedge Representatives and the Secured Gas Hedge Representatives party thereto from time to time. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement.
LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG STAGE 2 LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of...Escrow Agreement • December 27th, 2012 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 20th Day of December, 2012 (the “Contract Date”), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (“Owner”), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
CHANGE ORDER FORMCheniere Energy Partners, L.P. • August 8th, 2019 • Natural gas distribution
Owner and Contractor agree the Irrevocable Standby Letter of Credit (“Letter of Credit”) for Subproject 4 (No. 04121800) (i) shall be amended from Seventy-Six Million, Seven Hundred Fifty-Four Thousand, One Hundred Fifty-Six U.S. Dollars (U.S. $76,754,156) to Two Million U.S. Dollars (U.S. $ 2,000,000) and (ii) shall expire upon Owner’s written notice of the expiration of the Defect Correction Period for Subproject 4 (as may be extended pursuant to Section 12.3B of the Agreement) or October 09, 2020 (thirty-six (36) Months after Contractor’s achievement of Substantial Completion for Subproject 4), whichever occurs first.
CHANGE ORDERCheniere Energy Partners, L.P. • November 6th, 2020 • Natural gas distribution
CHANGE ORDERCheniere Energy Partners, L.P. • August 5th, 2021 • Natural gas distribution
Re: Administrative Amendment to the Credit AgreementIntercreditor Agreement • November 9th, 2017 • Cheniere Energy Partners, L.P. • Natural gas distribution
Reference is made to (i) the Credit and Guaranty Agreement, dated as of February 25, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cheniere Energy Partners, L.P. (the “Borrower”), certain Subsidiaries of Borrower as and that become Subsidiary Guarantors from time to time in accordance with the terms thereof, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent (the “Administrative Agent”) and (ii) the Intercreditor Agreement, dated as of February 25, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Borrower, each Subsidiary Guarantor party thereto from time to time, the Administrative Agent, MUFG Union Bank, N.A., as collateral agent for the First Lien Secured Parties (the “Collateral Agent”) and each Senior Class
CHANGE ORDER FORM Soils Preparation Provisional Sum CloseoutCheniere Energy Partners, L.P. • February 26th, 2019 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: May 4, 2015 CHANGE ORDER NUMBER: CO-00037 DATE OF CHANGE ORDER: November 29, 2018
CHANGE ORDERCheniere Energy Partners, L.P. • November 4th, 2021 • Natural gas distribution
CHANGE ORDERCheniere Energy Partners, L.P. • February 23rd, 2023 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00070 DATE OF CHANGE ORDER: 28-Oct-2022
SECOND OMNIBUS AMENDMENT TO THE CREDIT AGREEMENT, DEPOSITARY AGREEMENT AND INTERCREDITOR AGREEMENTThe Credit Agreement, Depositary Agreement and Intercreditor Agreement • February 21st, 2018 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
This Second Omnibus Amendment (this “Amendment”), dated as of September 28, 2017 amends and modifies (a) the Credit and Guaranty Agreement, dated as of February 25, 2016, as amended by the Omnibus Amendment and Waiver, dated October 14, 2016 (as further amended, restated, supplemented or otherwise modified from time to time the “Credit Agreement”), by and among Cheniere Energy Partners, L.P. (“Borrower”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent (in such capacity, the “Administrative Agent”), the Lenders party thereto from time to time (referred to herein as the “Lenders”) and each other Person party thereto from time to time, (b) the Depositary Agreement, dated as of February 25, 2016, as amended by the Omnibus Amendment and Waiver, dated October 14, 2016 (as further amended, restated, supplemented or otherwise modified from time to time, the “Depositary Agreement”), by and among Borrower, MUFG Union Bank, N.A., as Collateral Agent (in such capacity, the “Collat
FOURTH OMNIBUS AMENDMENTFourth Omnibus • November 8th, 2018 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
This Fourth Omnibus Amendment (this “Amendment”), dated as of September 17, 2018 amends (a) the Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Common Terms Agreement”), by and among Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Borrower”), Société Générale, as the Common Security Trustee (in such capacity, the “Common Security Trustee”) and as the Intercreditor Agent (in such capacity, the “Intercreditor Agent”), The Bank of Nova Scotia, as the Secured Debt Holder Group Representative for the Working Capital Debt and other Secured Debt Holder Group Representatives party thereto from time to time, the Secured Hedge Representatives and the Secured Gas Hedge Representatives party thereto from time to time and (b) the Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as o
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2022 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this _____ day of _____________, 2022, between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), and ________________________ (“Indemnitee”).
CHANGE ORDERCheniere Energy Partners, L.P. • February 24th, 2021 • Natural gas distribution
CHENIERE ENERGY PARTNERS, L.P. AND THE BANK OF NEW YORK MELLON Trustee INDENTURE DATED AS OF ________ __, 20__ SENIOR DEBT SECURITIESIndenture • August 19th, 2010 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
INDENTURE, dated as of ____________, 20__, among CHENIERE ENERGY PARTNERS, L.P., a partnership duly organized and existing under the laws of the State of Delaware (herein called the “Partnership”), the Guarantors (as defined hereinafter) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
AMENDED AND RESTATED SENIOR WORKING CAPITAL REVOLVING CREDIT AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of September 4, 2015,Reimbursement Agreement • August 8th, 2019 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
This AMENDED AND RESTATED SENIOR WORKING CAPITAL REVOLVING CREDIT AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of September 4, 2015, as amended by the Third Omnibus Amendment, dated as of May 23, 2018, the Fourth Omnibus Amendment, dated as of September 17, 2018 and the Fifth Omnibus Amendment, Consent and Waiver, dated as of May 29, 2019, is made among SABINE PASS LIQUEFACTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”), THE BANK OF NOVA SCOTIA, as Senior Issuing Bank and Senior Facility Agent, ABN AMRO CAPITAL USA LLC, HSBC BANK USA, NATIONAL ASSOCIATION and ING CAPITAL LLC, as Senior Issuing Banks, SOCIÉTÉ GÉNÉRALE, as Swing Line Lender, SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee, and the SENIOR LENDERS party hereto from time to time and for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, MORGAN STANLEY BANK, N.A., and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers
CHANGE ORDER SUPPLEMENTAL FERC CONDITION 80 REQUIREMENTSCheniere Energy Partners, L.P. • November 2nd, 2023 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction FacilityOWNER: Sabine Pass Liquefaction, LLCCONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. CHANGE ORDER NUMBER: CO-00076 DATE OF CHANGE ORDER: 05-May-2023 DATE OF AGREEMENT: November 7, 2018
