WAIVER TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT

Exhibit 10.67

Execution Version

WAIVER

TO

CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT

(NON-CREST ENTITIES)

dated as of December 31, 2008

This Waiver (this “Waiver”) to Credit Agreement and to Guarantee and Collateral Agreement (Non-Crest Entities) is dated as of December 31, 2008, and pertains to (i) that certain Credit Agreement dated as of August 15, 2008 by and among Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), The Bank of New York Mellon, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), certain affiliates of the Borrower signatory thereto and the Lenders signatory thereto (as the same may be amended, restated, increased or extended from time to time, the “Credit Agreement”) and (ii) that certain Guarantee and Collateral Agreement (Non-Crest Entities) dated as of August 15, 2008, executed by Borrower and certain affiliates of Borrower signatory thereto in favor of The Bank of New York Mellon, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) (as the same may be amended, restated, increased or extended from time to time, the “Non-LNG Entities Guarantee and Collateral Agreement”). Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement.

RECITALS

WHEREAS, Borrower has notified the Lenders and the Administrative Agent that Cheniere Midstream Holdings, Inc. (“Cheniere Midstream Holdings”) intends to dissolve its wholly owned subsidiary Cheniere LNG Services, Inc. (“Cheniere LNG Services”), and upon such dissolution all of the assets of Cheniere LNG Services will be distributed to Cheniere Midstream Holdings (the “Proposed Dissolution”); and

WHEREAS, the Proposed Dissolution would not be permitted by Section 6.05(a) of the Credit Agreement or Section 5.06(ii) of the Non-LNG Entities Guarantee and Collateral Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Borrower, Cheniere Midstream Holdings, Cheniere LNG Services, the Required Lenders, the Administrative Agent and the Collateral Agent agree as follows:

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

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers as of the day and year first written above.

Signature Page to Waiver