Cheniere Energy Inc Sample Contracts

Cheniere Energy Inc – FIRST AMENDMENT TO COMMON SECURITY AND ACCOUNT AGREEMENT (February 26th, 2019)

This First Amendment, dated as of November 28, 2018 (the “First Amendment”), amends the Amended and Restated Common Security and Account Agreement, dated as of May 22, 2018 (as amended, amended and restated, modified or supplemented from time to time, the “Common Security and Account Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Company”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Company, the “Securing Parties”), the Senior Creditor Group Representatives party thereto and that accede thereto from time to time, for the benefit of all Senior Creditors, Société Générale as Intercreditor Agent for the Facility Lenders and any Hedging Banks, Société Générale as Security Trustee, and Mizuho Bank, Ltd. as Account Bank. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Security and Account Agr

Cheniere Energy Inc – CHANGE ORDER FORM Soils Preparation Provisional Sum Closeout (February 26th, 2019)
Cheniere Energy Inc – CHENIERE ENERGY, INC. NEWS RELEASE (February 26th, 2019)

In December 2018, Sabine Pass Liquefaction, LLC (“SPL”) entered into a 20-year LNG Sale and Purchase Agreement (“SPA”) with PETRONAS LNG Ltd. for the sale of approximately 1.1 million tonnes per annum (“mtpa”) of LNG, commencing on the date of first commercial delivery for Train 6 of the SPL Project (defined below).

Cheniere Energy Inc – CHENIERE ENERGY, INC. 2011 INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT (February 26th, 2019)
Cheniere Energy Inc – Contract (February 26th, 2019)

*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

Cheniere Energy Inc – Contract (February 26th, 2019)

*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

Cheniere Energy Inc – FIRST AMENDMENT TO COMMON TERMS AGREEMENT (February 26th, 2019)

This First Amendment, dated as of November 28, 2018 (the “First Amendment”), amends the Amended and Restated Common Terms Agreement, dated as of May 22, 2018 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Borrower”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Borrower, the “Loan Parties”), Société Générale as the Term Loan Facility Agent, The Bank of Nova Scotia as the Working Capital Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement.

Cheniere Energy Inc – Safe Harbor Statements Forward-Looking Statements This presentation contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical or present facts or conditions, included or incorporated by reference herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things: • statements regarding the ability of Cheniere Energy Partners, (December 18th, 2018)
Cheniere Energy Inc – AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of December 13, 2018, among CHENIERE ENERGY, INC., as Borrower, VARIOUS LENDERS AND ISSUING BANKS, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., and SG AMERICAS SECURITIES, LLC, as Coordinating Lead Arrangers and Joint Lead Arrangers, ABN AMRO CAPITAL USA LLC, BANK OF AMERICA, N.A., CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, INTESA SANPAOLO S.P.A., NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., ROYAL BANK OF CANADA, SUMITOM (December 17th, 2018)

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 13, 2018, is entered into by and among CHENIERE ENERGY, INC., a corporation formed under the laws of the State of Delaware (“Borrower”), the Lenders and Issuing Banks party hereto from time to time and SOCIÉTÉ GÉNÉRALE, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), with GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC. and SG AMERICAS SECURITIES, LLC, as Coordinating Lead Arrangers and Joint Lead Arrangers (collectively in such capacity, the “Coordinating Lead Arrangers”), and with ABN AMRO CAPITAL USA LLC, BANK OF AMERICA, N.A., CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, INTESA SANPAOLO S.P.A., NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK

Cheniere Energy Inc – Cheniere Energy, Inc. Code of Business Conduct and Ethics Effective: November 6, 2018 (November 13th, 2018)

This Code of Business Conduct and Ethics (“Code”) of Cheniere Energy, Inc. (“Cheniere”) covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all of our personnel and may require conduct that exceeds legal minimums. If you have questions about applying the Code, it is your responsibility to seek guidance. The Code is not the exclusive source of guidance and information regarding the conduct of our business. This Code applies to every member of the Board of Directors, officer and employee of Cheniere and its subsidiaries and affiliates in which it directly or indirectly holds a majority interest (collectively referred to as the “Company”).

Cheniere Energy Inc – LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG STAGE 4 LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of the 7th Day of November, 2018 (November 9th, 2018)

THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 7th Day of November, 2018 (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 1900, 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”).

Cheniere Energy Inc – Contract (November 8th, 2018)

*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

Cheniere Energy Inc – FOURTH OMNIBUS AMENDMENT (November 8th, 2018)

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

Cheniere Energy Inc – CHENIERE ENERGY, INC. NEWS RELEASE (November 8th, 2018)
Cheniere Energy Inc – CHENIERE ENERGY, INC. NEWS RELEASE Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC Announce Completion of Merger (September 20th, 2018)

Houston, Texas – September 20, 2018 – Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) and Cheniere Energy Partners LP Holdings, LLC (“Cheniere Partners Holdings”) (NYSE American: CQH) announced today that Cheniere has closed the previously announced merger of Cheniere Partners Holdings with a wholly owned subsidiary of Cheniere. As a result of the merger, all of the publicly-held shares of Cheniere Partners Holdings not owned by Cheniere were canceled and converted into the right to receive 0.4750 shares of Cheniere common stock, and shares of Cheniere Partners Holdings will no longer trade on the NYSE American.

Cheniere Energy Inc – CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE (September 6th, 2018)

Houston, Texas - September 6, 2018 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) announced today that it has priced its previously announced offering of $1.1 billion principal amount of Senior Notes due 2026 (the “CQP 2026 Notes”). The CQP 2026 Notes will bear interest at a rate of 5.625% per annum and will mature on October 1, 2026. The CQP 2026 Notes are priced at par, and the closing of the offering is expected to occur on September 11, 2018.

Cheniere Energy Inc – CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE (September 6th, 2018)

Houston, Texas - September 6, 2018 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) announced today that it intends to offer, subject to market and other conditions, $1.1 billion principal amount of Senior Notes due 2026 (the “CQP 2026 Notes”).

Cheniere Energy Inc – Safe Harbor Statements Forward-Looking Statements This presentation contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical or present facts or conditions, included or incorporated by reference herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things: • Statements regarding Cheniere Energy, Inc.’s ability to consum (August 27th, 2018)
Cheniere Energy Inc – Contract (August 9th, 2018)

*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

Cheniere Energy Inc – CHANGE ORDER FORM System Inspection Isometrics (August 9th, 2018)
Cheniere Energy Inc – CHENIERE ENERGY, INC. NEWS RELEASE (August 9th, 2018)

In May 2018, we made a positive Final Investment Decision (“FID”) with respect to Train 3 of the CCL Project (defined below), and issued full notice to proceed to Bechtel Oil, Gas and Chemicals, Inc.

Cheniere Energy Inc – CORPUS CHRISTI LIQUEFIED NATURAL GAS PROJECT AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P. and CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Working Capital Lenders, THE ISSUING BANKS PARTY HERETO FROM TIME TO TIME, as Issuing Banks, THE BANK OF NOVA SCOTIA, as Working Capital Facility Agent and solely for purposes of Section 3.07, SOCIÉTÉ GÉNÉRALE, as Security Trustee Dated as of June 29, 2018 (July 2nd, 2018)

This AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT, dated as of June 29, 2018 (the “Working Capital Facility Agreement” or this “Agreement”), is made among:

Cheniere Energy Inc – SUPPORT AGREEMENT (June 19th, 2018)

THIS SUPPORT AGREEMENT, dated as of June 18, 2018 (this “Agreement”), is entered into by and between Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), and Cheniere Energy, Inc., a Delaware corporation (“Parent”, and together with the Company, the “Parties” and each, a “Party”).

Cheniere Energy Inc – Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC Announce Definitive Merger Agreement (June 19th, 2018)

Houston, Texas – June 19, 2018 – Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) and Cheniere Energy Partners LP Holdings, LLC (“Cheniere Partners Holdings”) (NYSE American: CQH) announced today that they have reached a definitive agreement under which Cheniere will acquire all of the publicly-held shares of Cheniere Partners Holdings not already owned by Cheniere in a stock for share transaction pursuant to which Cheniere Partners Holdings’ shareholders will receive a fixed exchange ratio of 0.4750 Cheniere shares for each outstanding publicly-held share of Cheniere Partners Holdings. The transaction is valued at $30.93 per common share of Cheniere Partners Holdings based on the closing price of Cheniere’s shares as of June 18, 2018. The transaction is expected to qualify as a tax-free reorganization for Cheniere Partners Holdings’ shareholders.

Cheniere Energy Inc – SUPPORT AGREEMENT (June 19th, 2018)

THIS SUPPORT AGREEMENT, dated as of June 18, 2018 (this “Agreement”), is entered into by and between Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), and Cheniere Energy, Inc., a Delaware corporation (“Parent”, and together with the Company, the “Parties” and each, a “Party”).

Cheniere Energy Inc – AGREEMENT AND PLAN OF MERGER Among CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC, CHENIERE ENERGY, INC. and COLUMBIA ACQUISITION SUB LLC Dated as of June 18, 2018 (June 19th, 2018)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 18, 2018, by and among Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), Cheniere Energy, Inc., a Delaware corporation (“Parent”), and Columbia Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”).

Cheniere Energy Inc – AMENDED AND RESTATED PLEDGE AGREEMENT between CHENIERE CCH HOLDCO I, LLC, a Delaware limited liability company (Pledgor) and SOCIÉTÉ GÉNÉRALE, (the Security Trustee) Dated as of May 22, 2018 (May 24th, 2018)

This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of May 22, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between CHENIERE CCH HOLDCO I, LLC, a limited liability company formed under the laws of the State of Delaware (“Pledgor”), and SOCIÉTÉ GÉNÉRALE, in its capacity as Security Trustee for the Secured Parties (together with its successors and permitted assigns in such capacity, the “Security Trustee”).

Cheniere Energy Inc – AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS among CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P. and CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors, SOCIÉTÉ GÉNÉRALE, as the Term Loan Facility Agent on behalf of itself and the Term Lenders, THE BANK OF NOVA SCOTIA, as the Working Capital Facility Agent on behalf of itself and the Working Capital Lenders, Each other Facility Agent that is Party hereto from time to time on behalf of itself and the Facility Lenders under its Facility Agreement and SOCIÉTÉ (May 24th, 2018)

This AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS, dated as of May 22, 2018 (the “Common Terms Agreement” or this “Agreement”), is made among:

Cheniere Energy Inc – AMENDED AND RESTATED EQUITY CONTRIBUTION AGREEMENT Dated as of May 22, 2018 among CHENIERE CORPUS CHRISTI HOLDINGS, LLC, and CHENIERE ENERGY, INC. (May 24th, 2018)

This AMENDED AND RESTATED EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 22, 2018, is between CHENIERE CORPUS CHRISTI HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and CHENIERE ENERGY, INC., a Delaware corporation (“Parent”).

Cheniere Energy Inc – AMENDED AND RESTATED COMMON SECURITY AND ACCOUNT AGREEMENT among CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Company, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P., and CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors, THE SENIOR CREDITOR GROUP REPRESENTATIVES PARTY HERETO AND THAT ACCEDE HERETO FROM TIME TO TIME, FOR THE BENEFIT OF ALL SENIOR CREDITORS, SOCIÉTÉ GÉNÉRALE, as Intercreditor Agent for the Facility Lenders and any Hedging Banks, SOCIÉTÉ GÉNÉRALE, as Security Trustee, and MIZUHO BANK, LTD., as Account Bank, Dated as of May 22, 2018 (May 24th, 2018)

THIS AMENDED AND RESTATED COMMON SECURITY AND ACCOUNT AGREEMENT, dated as of May 22, 2018 (the “Common Security and Account Agreement” or this “Agreement”), is made among:

Cheniere Energy Inc – AMENDED AND RESTATED TERM LOAN FACILITY AGREEMENT CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P. and CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Term Lenders, and SOCIÉTÉ GÉNÉRALE, as Term Loan Facility Agent Dated as of May 22, 2018 (May 24th, 2018)

This AMENDED AND RESTATED TERM LOAN FACILITY AGREEMENT, dated as of May 22, 2018 (the “Term Loan Facility Agreement” or this “Agreement”), is made among:

Cheniere Energy Inc – AMENDMENT 3 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (May 24th, 2018)

This Amendment 3 to Amended and Restated Note Purchase Agreement, dated as of May 22, 2018 (this “Amendment”), is by and among CHENIERE CCH HOLDCO II, LLC, a Delaware limited liability company (“Issuer”), CHENIERE ENERGY, INC., a Delaware corporation (“Parent”), EIG MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as administrative agent for the Note Holders (“Agent”), and the Note Holders (as defined in the Note Purchase Agreement described below) signatories hereto. Capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Note Purchase Agreement described below.

Cheniere Energy Inc – INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CHENIERE ENERGY, INC. AND SUBSIDIARIES (May 23rd, 2018)

We have audited the accompanying consolidated balance sheets of Cheniere Energy, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Cheniere Energy Inc – Safe Harbor Statements Forward-Looking Statements This presentation contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical or present facts or conditions, included or incorporated by reference herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things: • statements regarding the ability of Cheniere Energy Partners, (May 21st, 2018)
Cheniere Energy Inc – CHENIERE ENERGY, INC. NEWS RELEASE (May 17th, 2018)

Houston, Texas – May 17, 2018 – Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) announced today that it has submitted a proposal to the board of directors of Cheniere Energy Partners LP Holdings, LLC (“Cheniere Partners Holdings”) (NYSE American: CQH) to acquire the publicly held shares of Cheniere Partners Holdings not already owned by Cheniere in a stock for stock exchange. Subject to negotiation and execution of a definitive agreement, Cheniere is proposing consideration of 0.4500 Cheniere shares for each outstanding publicly-held share of Cheniere Partners Holdings as part of a transaction that would be structured as a merger of Cheniere Partners Holdings with a wholly-owned subsidiary of Cheniere. The proposed consideration represents a value of $28.24 per common share of Cheniere Partners Holdings based on the closing price of Cheniere’s shares as of May 16, 2018. The proposed transaction is expected to be a tax-free exchange to Cheniere Partners Holdings’ shareholders.