0001193125-07-106384 Sample Contracts

May 8, 2007
Cheniere Energy Inc • May 9th, 2007 • Crude petroleum & natural gas

This letter confirms our agreement with regard to the potential terminal use agreement, or TUA, between J & S Cheniere and Sabine Pass involving the Sabine Pass LNG receiving terminal currently under construction in Cameron Parish, Louisiana.

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AMENDED AND RESTATED SHAREHOLDERS AGREEMENT By and between Mercuria Energy Holding B.V., And Cheniere LNG Services, Inc. Being the Shareholders of J & S Cheniere S.A., in Nyon, Switzerland (the “Company”)
Shareholders Agreement • May 9th, 2007 • Cheniere Energy Inc • Crude petroleum & natural gas

In addition to any terms or expressions defined elsewhere in this Agreement, the terms or expressions set forth below shall have the following meanings in this Agreement:

MASTER EX-SHIP LNG SALES AGREEMENT Between CHENIERE MARKETING, INC. AND GAZ DE FRANCE INTERNATIONAL TRADING S.A.S.
Letter Agreement • May 9th, 2007 • Cheniere Energy Inc • Crude petroleum & natural gas • England and Wales

CHENIERE MARKETING, INC. (“Cheniere”), a company incorporated under the laws of the State of Delaware, U.S.A., with an office at 700 Milam St., Suite 800, Houston, Texas 77002, U.S.A. (“Buyer” or “Seller” as the case may be, as specified in the Specific Order) of the one part, and

MASTER LOAN AGREEMENT Dated as of May 8, 2007
Master Loan Agreement • May 9th, 2007 • Cheniere Energy Inc • Crude petroleum & natural gas

Cheniere LNG Services, Inc., registered under the laws of Delaware, United States of America, having its permanent place of business at 717 Texas Avenue, Suite 3100, Houston, Texas 77002, United States of America, hereinafter referred to as the Lender, represented by the directors, on the one hand.

GDF TRANSATLANTIC OPTION AGREEMENT
GDF Transatlantic Option Agreement • May 9th, 2007 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This GDF Transatlantic Option Agreement (the “Agreement”), dated as of this 26th day of April, 2007 (the “Effective Date”), is made by and between CHENIERE MARKETING, INC., a corporation incorporated under the laws of the State of Delaware, U.S.A., with its principal offices at 700 Milam St., Suite 800, Houston, Texas U.S.A. 77002 (“Buyer”), and GAZ DE FRANCE INTERNATIONAL TRADING S.A.S., a company incorporated under the laws of France with its principal offices at 2 rue Curnonsky, 75017 Paris, France (“Seller”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties”.

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