CREDIT AGREEMENT (TERM LOAN A) Dated as of July 31, 2012 among SABINE PASS LIQUEFACTION, LLC, as the Borrower SOCIÉTÉ GÉNÉRALE, as the Term Loan A Administrative Agent SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee and CONSTRUCTION/TERM LOAN LENDERS...Credit Agreement • August 6th, 2012 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
This CREDIT AGREEMENT (TERM LOAN A) (this “Agreement”), dated as of July 31, 2012, is made among SABINE PASS LIQUEFACTION, LLC, a special purpose limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”), SOCIÉTÉ GÉNÉRALE, as Term Loan A Administrative Agent, SOCIÉTÉ GÉNÉRALE, as Common Security Trustee, each of the Construction/Term Loan Lenders from time to time party hereto, and for the benefit of THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Joint Lead Arranger, Joint Lead Bookrunner and Co-Syndication Agent, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Joint Lead Arranger, Joint Lead Bookrunner and Co-Syndication Agent, CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arranger, Joint Lead Bookrunner and Co-Documentation Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Joint Lead Arranger, HSBC SECURITIES (USA), INC., as Joint Lead Arranger, Joint Lead Bookrunner and Co-Documentation Agent, J.P. MORGAN SECURITIES LLC, as Joint Lead
INVESTORS’ AND REGISTRATION RIGHTS AGREEMENT among CHENIERE ENERGY, INC., CHENIERE ENERGY PARTNERS GP, LLC, CHENIERE ENERGY PARTNERS, L.P., CHENIERE CLASS B UNITS HOLDINGS, LLC, and BLACKSTONE CQP HOLDCO LP and the other INVESTORS named herein Dated...’ and Registration Rights Agreement • August 6th, 2012 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
This Agreement is made in connection with the potential sale of Class B Units of CQP to (i) the Purchaser pursuant to the Unit Purchase Agreement, dated as of May 14, 2012, by and among CQP, the Company and the Purchaser (as amended, restated or otherwise modified from time to time, the “Unit Purchase Agreement”), and (ii) to Cheniere Class B Units Holdings, LLC pursuant to the CEI Unit Purchase Agreement, dated as of May 14, 2012, by and among CQP, the Company and Cheniere LNG Terminals, Inc. (as predecessor-in-interest to Cheniere Class B Units Holdings, LLC) (as amended, restated or otherwise modified from time to time, the “CEI Unit Purchase Agreement”).
COMMON TERMS AGREEMENT among SABINE PASS LIQUEFACTION, LLC, as the Borrower THE SECURED DEBT HOLDER GROUP REPRESENTATIVES, SECURED HEDGE REPRESENTATIVES AND SECURED GAS HEDGE REPRESENTATIVES, that are parties to this Agreement from time to time...Common Terms Agreement • August 6th, 2012 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:
