Cheniere Energy Partners LP Holdings, LLC (NYSEMKT:CQH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Note Purchase Agreement

On February24, 2017, Sabine Pass Liquefaction, LLC (SPL), a
wholly owned subsidiary of Cheniere Energy Partners, L.P.
(Cheniere Partners), entered into a Note Purchase Agreement (the
Note Purchase Agreement) with the various purchasers named
therein (the Purchasers), to issue and sell to the Purchasers
$800million aggregate principal amount of its 5.00% Senior
Secured Notes due 2037 (the Notes) in a private placement
conducted to Section 4(a)(2) of the Securities Act of 1933, as
amended (the Securities Act). The Notes were issued by SPL on
February24, 2017 (the Issue Date).

The Note Purchase Agreement contains customary representations,
warranties and agreements by SPL and customary indemnification
obligations of SPL and the Purchasers.

The net proceeds from the Notes will be used by SPL to prepay all
of the principal amounts currently outstanding under its existing
credit facilities and pay capital costs in connection with the
construction of Trains 1 through 5 of the Sabine Pass
liquefaction project.

The foregoing description of the Note Purchase Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Note Purchase Agreement, which is filed as
Exhibit 1.1 hereto and is incorporated by reference herein.

Indenture

The Notes were issued on the Issue Date to the Indenture (the
Indenture), dated as of February24, 2017, by and between SPL, the
guarantors that may become party thereto from time to time and
The Bank of New York Mellon, as Trustee (the Trustee), relating
to the Notes.

Under the terms of the Indenture, the Notes have a final maturity
date of September15, 2037 and accrue interest at a rate equal to
5.00% per annum on the principal amount from the Issue Date. The
Notes are fully amortizing according to a fixed sculpted
amortization schedule with semi-annual payments of principal and
interest and have a weighted average life of 15.2 years.
Amortization of the Notes is deferred for the first approximately
8.6 years until 2025. Interest will be payable on March15 and
September15 each year, beginning on September15, 2017.

The Notes are senior secured obligations of SPL and rank senior
in right of payment to any and all of SPLs future indebtedness
that is subordinated in right of payment to the Notes and equal
in right of payment with all of SPLs existing and future
indebtedness (including all loans under SPLs existing credit
facilities, all obligations under SPLs senior working capital
revolving credit and letter of credit reimbursement agreement and
all of SPLs outstanding senior secured notes) that is senior and
secured by the same collateral securing the Notes. The Notes are
effectively senior to all of SPLs senior indebtedness that is
unsecured to the extent of the value of the assets constituting
the collateral securing the Notes.

As of the Issue Date, the Notes were not guaranteed but will be
guaranteed in the future by all of SPLs future restricted
subsidiaries. Such guarantees will be joint and several
obligations of the guarantors of the Notes. The guarantees of the
Notes will be senior secured obligations of the guarantors.

At any time or from time to time prior to March15, 2037, SPL may
redeem all or a part of the Notes, at a redemption price equal to
the optional redemption price set forth in the Indenture. SPL
also may at any time on or after March15, 2037, redeem the Notes,
in whole or in part, at a redemption price equal to 50% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to the redemption date.

The Indenture also contains customary terms and events of default
and certain covenants that, among other things, limit SPLs
ability and the ability of SPLs restricted subsidiaries to incur
additional indebtedness or issue preferred stock,

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make certain investments or pay dividends or distributions on
capital stock or subordinated indebtedness or purchase, redeem or
retire capital stock, sell or transfer assets, including capital
stock of SPLs restricted subsidiaries, restrict dividends or
other payments by restricted subsidiaries, incur liens, enter
into transactions with affiliates, dissolve, liquidate,
consolidate, merge, sell or lease all or substantially all of
SPLs assets and enter into certain LNG sales contracts. The
Indenture covenants are subject to a number of important
limitations and exceptions.

The foregoing description of the Indenture is qualified in its
entirety by reference to the full text of the Indenture, which is
filed as Exhibit 4.1 hereto, and is incorporated by reference
herein.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.