SECOND AMENDMENT TO CREDIT AGREEMENT,

Exhibit 10.64

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT,

FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST

ENTITIES) AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL

AGREEMENT (NON-CREST ENTITIES)

This SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST ENTITIES) AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES) (collectively, this “Amendment”) is entered into as of this 31st day of December, 2008, by Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), the Loan Parties, the Guarantors and the Grantors (as defined in the Credit Agreement referenced below) signatory hereto, the Lenders signatory hereto and The Bank Of New York Mellon, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement (as defined below).

Preliminary Statements

A. Borrower has entered into that certain Credit Agreement dated as of August 15, 2008 by and among the Borrower, the Administrative Agent, certain affiliates of the Borrower signatory thereto and the Lenders signatory thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

B. In connection with the Credit Agreement, Borrower and certain of its affiliates have entered into that certain Guarantee and Collateral Agreement (Non-Crest Entities) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Non-LNG Entities Guarantee and Collateral Agreement”);

C. In connection with the Credit Agreement, certain affiliates of Borrower have entered into that certain Guarantee and Collateral Agreement (Crest Entities) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “LNG Entities Guarantee and Collateral Agreement”);

D. The parties hereto desire to modify the Loan Documents in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower, the Loan Parties, the Guarantors and the Grantors (the Borrower, the Loan Parties, the Guarantors and the Grantors are herein each a “Cheniere Party” and collectively, the “Cheniere Parties”) hereby agree as follows:

“Loan Party” shall mean each Credit Agreement Guarantor and Grantor, other than CQP GP, Corpus Christi LNG, LLC; Creole Trail LNG, L.P. and the Marketing Entities.

Notwithstanding anything to the contrary in this Amendment, each Lender by delivering its signature page to this Amendment shall be deemed to have acknowledged receipt of and consented to and approved the Amendment and each other document required to be approved by any Agent or any Lender, as applicable, on the date such Lender delivers its signature to this Amendment and the Administrative Agent shall be entitled to rely on such confirmation.

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Schedule 1A

(To Credit Agreement)

LIST OF GUARANTORS AND GRANTORS

Schedule 1B

(To Credit Agreement)

LIST OF LNG ENTITIES

Cheniere Energy, Inc.

Cheniere Energy Shared Services, Inc.

Cheniere LNG & O&M Services, LLC

Cheniere LNG, Inc.

Cheniere LNG Terminals, Inc.

Cheniere LNG Holdings, LLC

Cheniere Energy Partners GP, LLC

Cheniere Marketing, LLC (formerly Cheniere Marketing, Inc.)

Corpus Christi LNG, LLC

Creole Trail LNG, L.P.

Schedule 1C

(To Credit Agreement)

LIST OF NON-LNG ENTITIES

Cheniere Midstream Holdings, Inc.

Cheniere Energy Operating Co., Inc.

Cheniere Pipeline Company

Sabine Pass Tug Services, LLC

Cheniere Pipeline GP Interests, LLC

Cheniere Southern Trail GP, Inc.

Grand Cheniere Pipeline, LLC

Cheniere Southern Trail Pipeline, L.P.

Cheniere Creole Trail Pipeline, L.P.

Cheniere Corpus Christi Pipeline, L.P.

Cheniere LNG Services, Inc.

Cheniere Common Units Holding, LLC

Cheniere Supply & Marketing, Inc.

Cheniere LNG Services S.A.R.L.

Schedule 1

(To LNG Entities Guarantee and Collateral Agreement)

Part 1 Pledgors

Cheniere Energy, Inc.

Cheniere Energy Shared Services, Inc.

Cheniere LNG & O&M Services, LLC

Cheniere LNG, Inc.

Cheniere LNG Terminals, Inc.

Cheniere LNG Holdings, LLC

Part 2 Intercompany Loan Parties

Cheniere Energy, Inc.

Cheniere Energy Shared Services, Inc.

Cheniere LNG & O&M Services, LLC

Cheniere LNG, Inc.

Cheniere LNG Terminals, Inc.

Cheniere LNG Holdings, LLC

Cheniere Marketing, LLC (formerly Cheniere Marketing, Inc.)

Corpus Christi LNG, LLC

Creole Trail LNG, L.P.

Schedule 1

(To Non-LNG Entities Guarantee and Collateral Agreement)

Part 1. Pledgors

Cheniere Common Units Holding, LLC

Cheniere Midstream Holdings, Inc.

Cheniere Pipeline Company

Cheniere Pipeline GP Interests, LLC

Cheniere Southern Trail GP, Inc.

Grand Cheniere Pipeline, LLC

Cheniere Creole Trail Pipeline, L.P.

Cheniere Corpus Christi Pipeline, L.P.

Cheniere LNG Services, Inc.

Part 2. Intercompany Loan Parties

Cheniere Common Units Holding, LLC

Cheniere Midstream Holdings, Inc.

Cheniere Pipeline Company

Cheniere Pipeline GP Interests, LLC

Cheniere Southern Trail GP, Inc.

Grand Cheniere Pipeline, LLC

Cheniere Creole Trail Pipeline, L.P.

Cheniere Corpus Christi Pipeline, L.P.

Cheniere LNG Services, Inc.

Cheniere Supply & Marketing, Inc.

Cheniere Energy Operating Co., Inc.

Sabine Pass Tug Services, LLC

Cheniere Southern Trail Pipeline, L.P.

Cheniere LNG Services S.A.R.L.