SABINE PASS LIQUEFACTION, 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, a Delaware
limited liability company (the Company), 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 the Company on February24, 2017
(the Issue Date).

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

The net proceeds from the Notes will be used by the Company 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 the
Company, 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 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 loans under the
Companys existing credit facilities, 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.

At any time or from time to time prior to March15, 2037, the
Company may redeem all or a part of the Notes, at a redemption
price equal to the optional redemption price set forth in the
Indenture. The Company 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.

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The 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 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.

The information included in Item 1.01 of this report is
incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On February 27, 2017, Cheniere Partners issued a press release
announcing that we closed our previously announced private
placement transaction of $800 million aggregate principal amount
of 5.00% senior notes due 2037. A copy of the press release is
attached as Exhibit 99.1 to this report and incorporated herein
by reference.

The information included in this Item 7.01 of this Current Report
on Form 8-K shall not be deemed filed under the Securities
Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as may be expressly set forth by
specific reference to this Item 7.01 in such a filing.

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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 down -0.18 at 23.93 with 113,768 shares trading hands.