[ ], 2013

In consideration of the Services to be provided by Cheniere to Holdings under paragraph 1 above, Holdings agrees to pay Cheniere: (i) a nonaccountable overhead reimbursement charge (the “Services Fee”) at the rate of $[    ] million per year (payable in quarterly installments of $[    ] per quarter, in arrears), subject to adjustment for inflation as provided below, plus (ii) any and all third-party out-of-pocket costs, expenses or other disbursements incurred by Cheniere in connection with its provision of Services (the “Ancillary Expenses”), including any fees that Cheniere incurs on behalf of Holdings for financial, legal, tax advisory and financial advisory services, and printing costs and other expenses that are incurred in connection with the initial public offering of Holdings or as a result of being a publicly traded entity, such as costs associated with annual, quarterly and other reports to Holdings’ shareholders, tax returns and Form 1099-DIV preparation and distribution, exchange listing fees, printing costs, limited liability company governance and compliance expenses and registrar and transfer agent fees. The Services Fee shall be adjusted annually effective each January 1 (commencing January 1, 2014)

for changes in the United States Consumer Price Index for All Urban Consumers as published from time to time by the Bureau of Labor Statistics of the U.S. Department of Labor (All Urban Consumers, U.S., All Items, 1982 – 1984. Not Seasonally Adjusted. Series I.D. CUUR0000SA0).

in the event (i) Cheniere is bankrupt, insolvent, incurs a dissolution, or cessation of its business, (ii) Cheniere ceases to provide all Services required to be performed by it hereunder for ten (10) consecutive days except as required or permitted hereunder, or (iii) Cheniere materially fails to perform its obligations hereunder (including, without limitation, the performing of Services) which continues for thirty (30) days after Cheniere’s receipt of notice of such failure from Holdings which notice shall include Holdings’ recommendation for a cure of such failure, unless Cheniere commences to cure such failure within said thirty (30) days and cures such failure within seventy-five (75) days after its receipt of the aforesaid notice, then Holdings shall have the right, in its sole and absolute

discretion, to do any or all of the following: (1) terminate this letter agreement; (2) obtain specific performance of Cheniere’s obligations hereunder; (3) perform (or engage a third party to perform) Cheniere’s obligations hereunder, and (4) pursue any and all other remedies available at law or in equity; and

Agreed as of the above date:

Cheniere Energy Partners L.P. Holdings, LLC

By:

Name:

Title:

Agreed as of the above date with respect to paragraphs 3 and 7:

Cheniere Energy, Inc.

By:

Name:

Title: