SABINE PASS LIQUEFACTION, LLC (NYSEMKT:CQH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On February28, 2017, Sabine Pass Liquefaction, LLC, a Delaware
limited liability company (the Company), a wholly owned
subsidiary of Cheniere Energy Partners, L.P. (Cheniere Partners),
entered into a Purchase Agreement (the Purchase Agreement) with
Merrill Lynch, Pierce, Fenner Smith Incorporated, as
representative of the initial purchasers named therein (the
Initial Purchasers), to issue and sell to the Initial Purchasers
$1.35 billion aggregate principal amount of its 4.200% Senior
Secured Notes due 2028 (the Notes). The Notes were issued at a
price equal to 99.903% of par to yield 4.211%.

The Purchase Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing and indemnification obligations of the Company and the
Initial Purchasers. The foregoing description of the Purchase
Agreement is not complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which is
filed as Exhibit 1.1 hereto and is incorporated by reference
herein.

On March6, 2017 (the Issue Date), the Company closed the sale of
the Notes to the Purchase Agreement. The sale of the Notes was
not registered under the Securities Act of 1933, as amended (the
Securities Act), and the Notes were sold on a private placement
basis in reliance on Section4(a)(2) of the Securities Act and
Rule 144A and Regulation S thereunder.

Certain Initial Purchasers and their affiliates have provided
from time to time, and may provide in the future, certain
investment and commercial banking and financial advisory services
to the Company and Cheniere Partners in the ordinary course of
business, for which they have received and may continue to
receive customary fees and commissions.

Tenth Supplemental Indenture

The Notes were issued on the Issue Date to the indenture, dated
as of February1, 2013 (the Base Indenture), by and among the
Company, the guarantors that may become party thereto from time
to time and The Bank of New York Mellon, as Trustee under the
Indenture (the Trustee), as supplemented by the Eighth
Supplemental Indenture, dated as of September19, 2016, and a
tenth supplemental indenture, dated as of the Issue Date, between
the Company and the Trustee, relating to the Notes (the Tenth
Supplemental Indenture). The Base Indenture as supplemented by
the Eighth Supplemental Indenture and the Tenth Supplemental
Indenture is referred to herein as the Notes Indenture.

Under the terms of the Tenth Supplemental Indenture, the Notes
will mature on March15, 2028 and will accrue interest at a rate
equal to 4.200%per annum on the principal amount from the Issue
Date, with such interest payable semi-annually, in cash in
arrears, on March15 and September15 of each year, beginning on
September15, 2017.

The Notes are senior secured obligations of the Company and rank
senior in right of payment to any and all of the Companys future
indebtedness that is subordinated in right of payment to the
Notes and equal in right of payment with all of the Companys
existing and future indebtedness (including all obligations under
the Companys senior working capital revolving credit and letter
of credit reimbursement agreement and all of the Companys
outstanding senior secured notes) that is senior and secured by
the same collateral securing the Notes. The Notes are effectively
senior to all of the Companys 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 the Companys 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.

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At any time or from time to time prior to September15, 2027, the
Company may redeem all or a part of the Notes, at a redemption
price equal to the make-whole price set forth in the Tenth
Supplemental Indenture, plus accrued and unpaid interest, if any,
to the date of redemption. The Company also may at any time on or
after September15, 2027, 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 date of redemption.

General

The Notes Indenture also contains customary terms and events of
default and certain covenants that, among other things, limit the
Companys ability and the ability of the Companys restricted
subsidiaries to incur additional indebtedness or issue preferred
stock, 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 the Companys 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 the Companys assets and enter into certain LNG sales
contracts. The Notes Indenture covenants are subject to a number
of important limitations and exceptions.

The foregoing description of the Tenth Supplemental Indenture is
qualified in its entirety by reference to the full text of the
Tenth Supplemental Indenture, which is filed as Exhibit 4.1
hereto, and is incorporated by reference herein. The foregoing
description of the Notes Indenture is qualified in its entirety
by reference to the full text of the Notes Indenture, which is
incorporated by reference herein. A copy of the Base Indenture
was filed as Exhibit 4.1 to the Current Report dated February4,
2013, filed by Cheniere Partners on Form 8-K. A copy of the
Eighth Supplemental Indenture was filed as Exhibit 4.1 to the
Current Report dated September23. 2016, filed by Cheniere
Partners on Form 8-K.

Registration Rights Agreement

In connection with the closing of the sale of the Notes, the
Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, as
representative of the respective Initial Purchasers, entered into
a Registration Rights Agreement dated the Issue Date (the
Registration Rights Agreement). Under the terms of the
Registration Rights Agreement, the Company has agreed, and any
future guarantors of the Notes will agree, to use commercially
reasonable efforts to file with the U.S. Securities and Exchange
Commission and cause to become effective a registration statement
with respect to an offer to exchange any and all of the Notes,
for a like aggregate principal amount of debt securities of the
Company issued under the Notes Indenture and identical in all
material respects to the respective Notes sought to be exchanged
(other than with respect to restrictions on transfer or to any
increase in annual interest rate), and that are registered under
the Securities Act. The Company has agreed, and any future
guarantors of the Notes will agree, to use commercially
reasonable efforts to cause such registration statement to become
effective within 360 days after the Issue Date. Under specified
circumstances, the Company has also agreed, and any future
guarantors will also agree, to use commercially reasonable
efforts to cause to become effective a shelf registration
statement relating to resales of the Notes. The Company will be
obligated to pay additional interest if it fails to comply with
its obligations to register the Notes within the specified time
periods.

This description of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of the
Registration Rights Agreement, a copy of which is filed as
Exhibit 10.1 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.

The information included in Item1.01 of this report is
incorporated by reference into this Item2.03.

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Item9.01 Financial Statements and Exhibits.

d) Exhibits

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About SABINE PASS LIQUEFACTION, LLC (NYSEMKT:CQH)

Cheniere Energy Partners LP Holdings, LLC is a limited liability company. The Company’s business consists of owning and holding Cheniere Partners’ limited partner common units, Class B units and subordinated units. The Company owns over 11,963,490 common units, which are entitled to quarterly cash distributions from Cheniere Partners, approximately 135,383,830 subordinated units and 45,333,330 Class B units. Cheniere Partners owns and operates liquefied natural gas (LNG) regasification facilities at the Sabine Pass LNG terminal through its subsidiary, Sabine Pass LNG, L.P. Through its subsidiary Cheniere Creole Trail Pipeline, L.P., Cheniere Partners also owns the 94-mile Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of interstate pipelines. In addition, the Company owns a non-economic voting interest in GP Holdco, the general partner of Cheniere Partners.

SABINE PASS LIQUEFACTION, LLC (NYSEMKT:CQH) Recent Trading Information

SABINE PASS LIQUEFACTION, LLC (NYSEMKT:CQH) closed its last trading session up +0.06 at 23.86 with 187,590 shares trading hands.