SIXTH AMENDMENT TO CREDIT AGREEMENT, SECOND AMENDMENT TO SECURITY DEPOSIT AGREEMENT AND CONSENT

Amendments to Credit Agreement. On the Sixth Amendment Effective Date, the Credit Agreement is amended as follows:

Amendments to Section 1.01 (Definitions).

Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions in proper alphabetical sequence:

The definition of “CEI Threshold” is hereby amended and restated in its entirety to read as follows:

The definition of “CMI TUA” is hereby amended and restated in its entirety to read as follows:

Section 1.01 of the Credit Agreement is further amended by deleting the existing definitions of “Operation Fee” and “Reservation Fee”.

Amendment to Section 5.11 (Use of Funds in the TUA Reserve Account). Clause (b) and Clause (c) of Section 5.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 6.06 (Transactions with Affiliates). Section 6.06 of the Credit Agreement is hereby amended by adding the following at the end thereof: “; provided that the Affiliate transactions contemplated by the Sixth Amendment shall each be permitted hereunder.”

Amendments to Section 6.09 (Amendments or Waivers of Organizational Documents; Intercompany Loans and Management Services Agreements). Section 6.09 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 6.10 (Restricted Payments). Clause (e) of Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 6.14 (Management Services Agreements). Section 6.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 6.17 (Distribution Reserve). Section 6.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendments to Depositary Agreement. On the Sixth Amendment Effective Date, the Depositary Agreement is amended as follows:

Amendment to Section 1.1 (Defined Terms). The definition of “Financial Officer’s Certificate” is hereby amended and restated in its entirety to read as follows:

Amendment to Section 3.1 (Deposits into the TUA Reserve Account). Clause (b) of Section 3.1 of the Depositary Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 3.5 (Trigger Event Date). Clause (e)(iii) of Section 3.5 of the Depositary Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Appendix A and Appendix B. Appendix A to the Depositary Agreement is hereby deleted. Appendix B to the Depositary Agreement is hereby deleted and replaced with the Withdrawal Certificate attached to this Amendment as Appendix 1.

Certain Consents and Limited Waivers to Amendment. On the Sixth Amendment Effective Date, the Lenders (as evidenced by their executed signature pages hereto) hereby consent to (i) the amendment to the Management Services Letter in the form required by Section 5.6 hereof and (ii) the use of amounts on deposit in the TUA Reserve Account to make the payments set forth in Section 5.7 hereof. For the avoidance of doubt, in connection with the transactions contemplated by this Amendment and Consent, the Lenders hereby consent to the amendment to the Management Services Letter in the form required by Section 5.6 hereof notwithstanding any provision in (x) the LNG Entities Guarantee and Collateral Agreement (Crest Entities) to the contrary, including Section 5.12 thereof and (y) the CQP Consent and Agreement (Management Services Letter Agreement) dated as of August 15, 2008 among Cheniere LNG Terminals, Inc., Cheniere Energy Partners, L.P. and the Collateral Agent, including Section 1(f) thereof.

Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders (which representations and warranties shall survive the execution and delivery of this Amendment and Consent), as follows:

Absence of Defaults. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment and Consent that would constitute a Default or Event of Default after giving effect to this Amendment and Consent.

Enforceability. This Amendment and Consent has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization, No Conflicts. The execution, delivery and performance of this Amendment and Consent by each Loan Party (i) has been duly authorized by all requisite organizational action of such Person and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of such Person, (2) any order of any Governmental Authority or arbitrator or (3) any provision of any indenture, agreement or other instrument to which such Person is a party or by which it or any of its property is or may be bound, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument or (C) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Person (other than Liens created under the Security Documents).

Incorporation of Representations and Warranties. The representations and warranties contained in Article III of the Credit Agreement are and will be true and correct in all

material respects on and as of the date hereof to the same extent as though made on and as of this date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

Effectiveness. The effectiveness of this Amendment and Consent is subject to the satisfaction of each the following conditions precedent:

Execution. The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment and Consent that, when taken together, bear the signatures of the Loan Parties, the Lenders, the Administrative Agent, the Collateral Agent and the Depositary Agent.

Representations and Warranties. The representations and warranties contained herein shall be true and correct in all respects.

Necessary Consents. Each Loan Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment and Consent.

Fees. All fees and expense reimbursement payable by the Borrower to the Administrative Agent, the Collateral Agent, the Depositary Agent and the Lenders for which invoices have been presented shall have been paid in full.

CMI TUA. The Administrative Agent shall have received evidence in form and substance satisfactory to the Lenders of the assignment by CMI of its rights and obligations under the CMI TUA to Cheniere Energy Investments, LLC, such assignment to be in form and substance satisfactory to the Lenders.

Amendment to Management Services Letter. The Administrative Agent shall have received an Officer’s Certificate of the Borrower certifying that attached thereto is a true, correct and complete copy of a duly executed amendment to the Management Services Letter. Such amendment shall be in form, scope and substance acceptable to the Lenders.

Payment of Permitted Accrued Interest and Principal. Holdings shall have delivered to the Depositary Agent (with a copy to the Administrative Agent) a duly executed Withdrawal Certificate irrevocably directing that a prepayment of the Loans (together with accrued and unpaid interest thereon) in an amount equal to $63,580,000 be made to the Administrative Agent to be applied, first, to all accrued and unpaid interest on the Loans to the date of such prepayment, second, to principal of the Loans consisting of Permitted Accrued Interest and, third, to the remaining principal of the Loans (other than principal of the Loans consisting of Permitted Accrued Interest), in each case, in accordance with the Credit Agreement; provided the provisions of Section 2.08 of the Credit Agreement shall be waived with respect to such payments of principal pursuant to this Section 5.7 in excess of Permitted Accrued Interest.

Variable Capacity Rights Agreement. The Administrative Agent shall have received an Officer’s Certificate of the Borrower certifying that attached thereto is a true, correct and complete copy of the duly executed Variable Capacity Rights Agreement.

Opinion of Counsel. The Lenders shall have received, on behalf of themselves and the Administrative Agent, a favorable written opinion of Andrews Kurth LLP, counsel to the Borrower, with respect to the enforceability of the Management Services Letter and non-contravention of the Management Services Letter with the CQP Partnership Agreement in form and substance satisfactory to the Lenders.

Reference to and Effect Upon the Loan Documents.

Except as specifically set forth above, the Credit Agreement and each other Loan Document shall remain in full force and effect and is hereby ratified and confirmed. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment and Consent shall not operate as a waiver of any right, power or remedy of Agents or any Lender under the Loan Documents, or any other document, instrument or agreement executed and/or delivered in connection therewith.

Any reference in any Loan Document to the Credit Agreement shall be a reference to the Credit Agreement as modified by this Amendment and Consent, and any reference in any Loan Document to any other Loan Document shall be a reference to such referenced Loan Document as modified by this Amendment and Consent.

This Amendment is a Loan Document. The provisions of Section 9.15 of the Credit Agreement shall apply with like effect to this Amendment and Consent.

Further Assurances. Each Loan Party hereby agrees to authorize, execute and deliver all additional instruments, certificates, financing statements, agreements or documents, and take all such actions as the Administrative Agent, the Collateral Agent, the Depositary Agent or the Lenders may reasonably request for the purposes of implementing or effectuating the provisions of this Amendment and Consent.

Governing Law. THIS AMENDMENT AND CONSENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Headings. Section headings in this Amendment and Consent are included herein for convenience of reference only and shall not constitute part of this Amendment and Consent for any other purposes.

Counterparts. This Amendment and Consent may be executed by all parties hereto in any number of separate counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form, and all of such counterparts taken together constitute one instrument.

Severability. In case any one or more of the provisions contained in this Amendment and Consent shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment and Consent shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND CONSENT OR ANY OTHER LOAN DOCUMENTS AND FOR ANY COUNTERCLAIM THEREIN.

Final Agreement of the Parties. THIS AMENDMENT AND CONSENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

No Event of Default has occurred and is continuing under the Loan Documents.

The following transfers are requested to be made from the Account as set forth in greater detail in the attached Schedule I.

Set forth on Schedule I attached hereto is the name of each Person to whom any payment is to be made, a summary description of the purposes (if other than for general working capital purposes) for which each payment was or is to be made and payment instructions therefore.

Each instruction made herein is given in accordance with the terms of the Agreement and each transfer or disbursement requested hereunder is permitted pursuant to the terms of the Loan Documents.