EXHIBIT 10.5

Execution Copy

INVESTORS’ AGREEMENT

among

CHENIERE ENERGY, INC.,

CHENIERE COMMON UNITS HOLDING, LLC,

GSO SPECIAL SITUATIONS FUND LP,

GSO ORIGINATION FUNDING PARTNERS LP,

BLACKSTONE DISTRESSED SECURITIES FUND L.P.,

GSO COF FACILITY LLC,

and

SCORPION CAPITAL PARTNERS LP

Dated as of August 15, 2008

TABLE OF CONTENTS

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INVESTORS’ AGREEMENT

Investors’ Agreement, dated as of August 15, 2008 (this “Agreement”), by and among Cheniere Energy, Inc., a Delaware corporation (including successors, the “Company”), Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”) and GSO Special Situations Fund LP, GSO Origination Funding Partners LP, Blackstone Distressed Securities Fund L.P., GSO COF Facility LLC, and Scorpion Capital Partners LP (each, an “Investor”).

W I T N E S S E T H:

Whereas, the Company and the Investor entered into that certain Credit Agreement, dated as of August 15, 2008 among Cheniere Common Units Holding, LLC, as Borrower, the Loan Parties signatory thereto, including the Company, the Lenders party thereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent (as amended from time to time, the “Credit Agreement”);

Whereas, the Exchangeable Portion of Loans under the Credit Agreement is exchangeable into shares of Series B Preferred Stock as provided in this Agreement;

Whereas, the Exchangeable Portion of Loans under the Credit Agreement may be exchanged for shares of Series B Preferred Stock at any time; and

Whereas, the parties believe that it is in the best interests of the Company and its stockholders to set forth their agreements on certain matters regarding exchange of the Exchangeable Portion of Loans and certain rights of the Series B Preferred Stock.

Now, Therefore, in consideration of the mutual covenants and obligations set forth in this Agreement, and intending to be legally bound, the parties agree as follows:

For purposes of this Agreement, the following terms have the indicated meanings:

“Affiliate” has the meaning set forth in the Credit Agreement.

“Agreement” is defined in the preamble to this Agreement.

“AMEX” has the meaning set forth in the Credit Agreement.

“Applicable Exchange Rate” shall mean the Exchange Rate in effect at any given time.

“As-Converted Basis” shall mean, with respect to (i) any Loan, the number of shares of Common Stock into which such Loan would be then exchangeable into assuming that the exchange into Series B Preferred Stock had occurred and that shares of Series B Preferred Stock received in exchange for Loans are contemporaneously converted into shares of

Common Stock, and (ii) any share of Series B Preferred Stock, the number of shares of Common Stock into which such share of Series B Preferred Stock would be then exchangeable.

“Board” means the board of directors of the Company.

“Borrower” is defined in the preamble to this Agreement.

“Borrowings” has the meaning set forth in the Credit Agreement.

“Business Day” has the meaning set forth in the Credit Agreement.

“Bylaws” means the Amended and Restated Bylaws of the Company, as amended from time-to-time, or similar governing document (or any similar governing document of any successor).

“Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of the Company, any Common Stock or any preferred stock of the Company, but excluding any debt securities convertible into such equity.

“Certificate of Incorporation” means the Restated Certificate of Incorporation, as amended, of the Company, as amended from time-to-time (or any similar governing document of any successor).

“Class I Director” has the meaning set forth in the Certificate of Incorporation.

“Class II Director” has the meaning set forth in the Certificate of Incorporation.

“Class III Director” has the meaning set forth in the Certificate of Incorporation.

“Closing Date” has the meaning set forth in the Credit Agreement.

“Common Stock” has the meaning set forth in the Credit Agreement.

“Company” is defined in the preamble to this Agreement.

“Control” has the meaning set forth in the Credit Agreement.

“Credit Agreement” is defined in the preamble to this Agreement.

“Current Market Price” shall mean, on any date, the average of the Daily VWAP per share of the Common Stock on each of the five (5) consecutive Trading Days preceding the earlier of the day before the date in question and the day before the Ex-Date with respect to the issuance or distribution giving rise to an adjustment to the Exchange Rate pursuant to Section 5.6.1.3.

“Daily VWAP” of the Common Stock means, for any VWAP Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on

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Bloomberg page HOLX.Q <equity> AQR (or any equivalent successor page) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such VWAP Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day using a volume-weighted method as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

“Demand Registration” is defined in Section 4.2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, in each case as in effect from time to time.

“Exchange Date” is defined in Section 5.2.1.

“Exchange Notice” is defined in Section 5.2.1.

“Exchange Rate” shall mean initially, one share of Preferred Stock per $5,000 principal amount of the Exchangeable Portion of Loans, subject to adjustment as set forth herein. For the avoidance doubt, any increase or decrease to the Exchange Rate provided for in this Agreement shall be made to the number of shares provided in the immediately preceding sentence.

“Exchangeable Portion” shall mean the outstanding principal amount of the Loans less any portion thereof that is attributable to Permitted Accrued Interest.

“Ex-Date” shall mean, when used with respect to any issuance or distribution, the earlier of (i) the first date on which the Common Stock or other securities trade without the right to receive the issuance or distribution giving rise to an adjustment to the Exchange Rate pursuant to Section 5.6.1.1 or (ii) the effective date of the issuance or distribution giving rise to an adjustment to the Exchange Rate pursuant to Section 5.6.1.1.

“Governmental Authority” has the meaning set forth in the Credit Agreement.

“Holder” means any Person holding Registrable Securities related to the Credit Agreement.

“Holders’ Counsel” is defined in Section 4.9.2.

“HSR Act” is defined in Section 5.1.1

“Independent Directors” mean those members of the Board who are not Investor Nominees.

“Initiating Holders” is defined in Section 4.2.

“Investor” is defined in the preamble to this Agreement.

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“Investor Nominees” is defined in Section 2.1.1.

“Joinder” means a joinder agreement in the form attached as Exhibit A.

“Lender” has the meaning set forth in the Credit Agreement.

“Liquidation Transaction” shall mean a transaction, event, or occurrence in which the Company voluntarily or involuntarily liquidates, dissolves or winds up.

“Loans” has the meaning set forth in the Credit Agreement.

“Maturity Date” has the meaning set forth in the Credit Agreement.

“Non-Management Independent Directors” mean those Independent Directors who are not officers or employees of the Company or any of its Subsidiaries or any of their Affiliates.

“Notice” is defined in Section 6.1.1.

“Officer’s Certificate” has the meaning set forth in the Credit Agreement.

“Other Taxes” has the meaning set forth in the Credit Agreement.

“Permitted Accrued Interest” has the meaning set forth in the Credit Agreement.

“Person” has the meaning set forth in the Credit Agreement.

“Piggyback Registration” is defined in Section 4.7.1.

“Register” has the meaning set forth in the Credit Agreement.

“Registration Request” is defined in Section 4.2.

“Registrable Securities” means (i) any and all Series B Preferred Stock, including Series B Preferred Stock issued or issuable pursuant to the conversion, exercise or exchange of loans or other securities, or by successive exercises or exchanges, rights, options or warrants, beneficially owned by the Holders, whether owned on the date hereof or acquired hereafter, and (ii) any and all shares of Common Stock issued or issuable pursuant to the conversion, exercise or exchange of Series B Preferred Stock; provided that, the Common Stock shall cease to be Registrable Securities when a registration statement covering such Common Stock has been declared effective under the Securities Act by the SEC and such Common Stock has been disposed of pursuant to such effective registration statement; provided, further, that the Series B Preferred Stock shall continue to be Registrable Securities until they are sold in a transaction that permits their subsequent conversion into Common Stock without further need of registration.

“Registration Expenses” is defined in Section 4.9.1.

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“Registration Statement” means the prospectus and other documents filed with the SEC to effect a registration under the Securities Act.

“Required Conversion Price” has the meaning set forth in the Credit Agreement.

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal United States national or regional securities exchange or market on which the Common Stock is listed or admitted for trading or, if the Common Stock is not listed or admitted for trading on any exchange or market, a Business Day.

“SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, in each case as in effect from time to time.

“Series B Preferred Stock” means shares of Series B Convertible Preferred Stock, par value $.0001 per share, of the Company.

“Settlement Notice Period” is defined in Section 5.13.

“Short-Form Registration Statement” is defined in Section 4.1.

“Subsidiary” or “Subsidiaries” has the meaning set forth in the Credit Agreement.

“Tax” has the meaning set forth in the Credit Agreement.

“Trading Day” means a day during which (i) trading in the Common Stock generally occurs and (ii) there is no VWAP Market Disruption Event.

“Transfer” means any transfer, sale, assignment, donation, option, pledge, lien, hypothecation or other disposition or encumbrance, whether directly or indirectly, by operation of law or otherwise, or any agreement to do any of the foregoing.

“Voting Stock” has the meaning set forth in the Credit Agreement.

“VWAP Market Disruption Event” means (i) a failure by the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. on any Scheduled Trading Day for the Common Stock for an aggregate one half-hour period of any suspension or limitation imposed on trading, by reason of movements in price exceeding limits imposed by the stock exchange or otherwise, in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“VWAP Trading Day” means a day during which (i) trading in the Common Stock generally occurs during the regular trading session on the principal U.S. national or

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regional securities exchange or market on which the Common Stock is listed or admitted for trading and (ii) there is no VWAP Market Disruption Event. If the Common Stock is not so listed or traded, then VWAP Trading Day means a Business Day.

Headings and table of contents should be ignored in construing this Agreement.

In this Agreement, unless the context otherwise requires, references to one gender include all genders and references to the singular include the plural and vice versa.

In this Agreement, unless the context otherwise requires, any reference to “including” or “in particular” shall be illustrative only and without limitation. For purposes of this Agreement, any action to be taken by the holders of a majority of the Registrable Securities, shall, if no Registrable Securities are outstanding shall be taken by the Lenders holding a majority in principal amount of the Exchangeable Portion of the Loans, and if both the Exchangeable Portion and Registrable Securities are outstanding, by a majority of in principal amount of Lenders and in liquidation preference of Registrable Securities, acting together.

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For so long as any Registrable Securities remain outstanding, the holders of a majority of the outstanding Registrable Securities shall have the right to cause the Company to elect one nominee to the Board of Managers of Cheniere Energy Partners GP, LLC.

Neither the Certificate of Incorporation nor the Bylaws shall be amended in a manner inconsistent with the terms of this Agreement without the consent of Holders that beneficially own a majority of the voting power of the Series B Preferred Stock beneficially owned by all Holders at such time.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.”

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING AND OTHER RESTRICTIONS SET FORTH IN AN INVESTORS’ AGREEMENT, DATED AS OF AUGUST 15, 2008, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.”

The Company will use its commercially reasonable efforts to qualify for registration on and to, file, a registration statement on Form S-3 or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration Statement”), and such Short-Form Registration Statement will be a “shelf” registration statement providing for the registration, and the sale on a continuous or delayed basis, of the Registrable Securities pursuant to Rule 415 under the Securities Act from and after the Closing. Upon filing a Short-Form Registration Statement, the Company will, if applicable, use its commercially reasonable efforts to (i) cause such Short-Form Registration Statement to be declared effective, and (ii) keep such Short-Form Registration Statement effective with the SEC at all times. Any Short-Form Registration Statement shall be re-filed upon its expiration, and the Company shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration Statement as may be reasonably requested by a Holder or as otherwise required; provided that, no Holder may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company’s Board in accordance with the Company’s policies.

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If the Company has not filed, and caused to be effective and maintained the effectiveness of a “shelf” registration statement pursuant to Section 4.1, Holders of Registrable Securities (the “Initiating Holders”) may request in writing that the Company effect the registration of all or any part of the Registrable Securities held by the Initiating Holders (a “Registration Request”). Promptly after its receipt of any Registration Request but no later than ten (10) days after receipt of such Registration Request, the Company will give written notice of such request to the other Holders, and will use its commercially reasonable efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered in the Registration Request or by the other Holders by written notice to the Company given within fifteen (15) Business Days after the date the Company has given such notice of the Registration Request. Any registration requested by the Initiating Holders pursuant to this Section 4.2 is referred to in this Agreement as a “Demand Registration.”

If, in connection with the initial registration pursuant to Section 4.1 or 4.2, the Investors desire to have the Series B Preferred Stock registered as depositary receipts, the Company shall, at its expense, establish such a program, and the receipts shall be registered together with the Registrable Securities. If the Investors elect this option, all Series B Preferred Stock will be so registered.

If the filing, initial effectiveness or continued use of a Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) could (A) reasonably be expected to adversely affect the Company or its business if made at such time, or (B) reasonably be excepted to interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (C) otherwise require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, then the Company may, upon giving prompt written notice of such determination of the Board to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants, provided that, the Company shall not be required to disclose the nature of the delay or other confidential information), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that, the Company shall not be permitted to do so (x) for more than sixty (60) days for a given occurrence of such a circumstance, (y) more than two (2) times during any twelve-month period or (z) in connection with any registration effected pursuant to Section 2.08 of the Credit Agreement. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,

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promptly upon their receipt of the notice referred to above, their use of any prospectus or prospectus supplement relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company will pay all Registration Expenses incurred in connection with any such aborted registration or prospectus or prospectus supplement.

If any Holders intend that any Registrable Securities covered by any registration pursuant to Section 4.1 or 4.2 shall be distributed by means of an underwritten offering, such Holders will so advise the Company, and the Company will include such information in the notice sent by the Company to all of the Holders. In such event, the lead underwriter to administer the offering will be promptly chosen by the Company, subject to the prior written consent of the Holders selling a majority of the securities to be sold in such offering, such consent not to be unreasonably withheld or delayed. If the Company is unable to select an underwriter, the Holders may select an underwriter, subject to the prior written consent of the Company, not to be unreasonably withheld or delayed. If neither the Company nor the Holders are able to select an underwriter, the proposed underwriting shall not proceed and the Company will not be in breach of this Agreement. No Affiliate of GSO Capital Partners, LP shall be selected as an underwriter by either the Company or the Holders. If the offering is underwritten, the right of any Holder to registration pursuant to this Section 4 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting, and the Company and each such Holder will promptly enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of the underwriting, such Holder may promptly elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Holders.

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Subject to Section 4.4, whenever any Registrable Securities are to be registered pursuant to Section 4.1 or Section 4.2 of this Agreement, the Company will use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities as soon as reasonably practicable in accordance with the intended method of disposition thereof and pursuant thereto. The Company shall:

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As a condition to registering Registrable Securities, the Company may require each Holder as to which any registration is being effected to furnish the Company with such information regarding such Person and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.

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The Company will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of a Holder, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act), and it will take such further action as any Holder may reasonably request, to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specifics thereof.

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Subject to the delay provisions of Section 4.4, in the event the Company fails to file a Registration Statement within ninety (90) days of Closing, in the case of a registration pursuant to Section 4.1 or within ninety (90) days of the receipt of the request pursuant to Section 4.2 or the Registration Statement is not declared or deemed effective within 180 days of the filing with the SEC, the Company will pay to the Holders on the next applicable interest payment date an amount equivalent to 2% per annum on the outstanding Borrowings and Permitted Accrued Interest owed under the Credit Agreement plus the amounts that would have been outstanding under the Credit Agreement if such Exchangeable Portion of the Loan had not been exchanged for Registrable Securities for each day that filing or effectiveness is late.

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The Company will not issue fractional shares of Series B Preferred Stock upon exchange of the Loans and instead will deliver cash in an amount equal to the value of such fraction computed on the basis of the Daily VWAP on the Trading Day immediately before the Exchange Date.

If a Lender exchanges a Loan (or any portion thereof), the Borrower shall pay any Other Taxes relating to the issuance, delivery or registration of shares of Series B Preferred Stock upon such exchange; provided that the Borrower shall not pay any such Other Taxes due that were only payable because of the issuance, delivery or registration of the shares in a name other than such Lender’s name.

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OS₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution.

OS₁ = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution.

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OS₁ = the number of shares of Common Stock outstanding immediately prior to the Ex-Date of such share subdivision, split or combination.

OS₀ = the number of shares of Common Stock outstanding immediately after the close of business on the effective date of such share subdivision, split or combination.

OS₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution.

X = the total number of shares of Common Stock issuable pursuant to such rights or warrants.

Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the average of the Daily VWAP of Common Stock over the 10 consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distribution.

The Company shall not issue any such rights or warrants in respect of shares of the Common Stock acquired by the Company. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exchange Rate shall be readjusted to such Exchange Rate that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be determined by the Board.

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SP₀ = the average of the Daily VWAP of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distribution.

FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a share of Common Stock on such date.

In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company or other business unit, the Exchange Rate will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying such Exchange Rate in effect immediately prior to such fifteenth Trading Day by the following fraction:

MP₀ = the average of the Daily VWAP of Common Stock over the first 10 consecutive VWAP Trading Day period immediately following the Ex-Date of such distribution.

MP_s = the average of the Daily VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days following the Ex-Date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date as determined by the Board.

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SP₀ = the average of the Daily VWAP of Common Stock for the 10 consecutive VWAP Trading Day period immediately preceding the Ex-Date for such distribution.

DIV = the amount per share of Common Stock of the dividend or distribution.

SP₀ = the Daily VWAP for the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer.

OS₀ = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

OS₁= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer and after taking into account the shares purchased pursuant thereto.

AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined by the Board.

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Subject to applicable stock exchange rules and listing standards, the Company shall be entitled to increase the Exchange Rate, in addition to the events requiring an increase in the Exchange Rate pursuant to Section 5.6.1, as it in its discretion shall determine to be advisable in order to avoid or diminish any Tax to stockholders in connection with any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders.

Whenever the Exchange Rate is adjusted, the Company shall promptly mail to Lenders a notice of the adjustment in accordance with Section 6.1, and an Officer’s Certificate briefly stating the facts requiring the adjustment and the manner of computing it.

In the event that:

The Company shall mail to Lenders in accordance with Section 6.1 a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least ten days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in this Section 5.10.

If (1) there shall occur (a) any reclassification of the Series B Preferred Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) a statutory share exchange, consolidation, merger or combination involving the Company other than a merger in

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which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of the Series B Preferred Stock; or (c) a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to another person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Series B Preferred Stock would be entitled to receive stock, other securities, other property, assets or cash for such shares of Series B Preferred Stock, then the Company, or such successor or surviving, purchasing or transferee person, as the case may be, shall, as a condition precedent to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Lenders an amendment to this Agreement providing that, at and after the effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, each Loan then outstanding shall have the right to exchange the Exchangeable Portion of such Loan into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Series B Preferred Stock deliverable upon exchange of the Exchangeable Portion of such Loan immediately prior to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Lender would not have exercised any rights of election that such Lender would have had as a holder of Series B Preferred Stock to select a particular type of consideration. Such amendment shall provide for adjustments of the Exchange Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Exchange Rate provided for in this Section 5.11. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Series B Preferred Stock include shares of stock or other securities and property of a Person other than the successor or surviving, purchasing or transferee person, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such amendment shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Lenders as the Board shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 5.11 shall similarly apply to successive reclassifications, statutory share exchanges, consolidations, mergers, combinations, sales and conveyances. The foregoing, however, shall not in any way affect the right a Lender may otherwise have pursuant to Section 5.5.1 receive rights and warrants in accordance therewith.

In the event the Company shall execute an amendment pursuant to this Section 5.11, the Company shall promptly deliver to the Lenders an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Lenders upon the conversion of the Exchangeable Portion of their Loans after any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been satisfied.

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The Company shall notify the Lenders of the method the Company chooses to satisfy its exchange obligation as follows: (i) if the Company has called the Loans for prepayment in accordance with the terms of the Credit Agreement in the Company’s notice of prepayment; (ii) no later than 11 Trading Days immediately preceding the Maturity Date, in respect of Loans to be exchanged during the period beginning 10 Trading Days immediately preceding the Maturity Date and ending one Trading Day immediately preceding the Maturity Date; and (iii) no later than two Trading Days immediately following the Exchange Date in all other cases (such period, the “Settlement Notice Period”). The Company shall treat all Lenders exchanging on the same Trading Day in the same manner. The Company shall not have any exchange obligation to satisfy its conversion obligations arising on different Trading Days in the same manner. No retraction can be made and a Lender’s Exchange Notice shall be irrevocable other than as set forth in this Section 5.13, other than due to the inability of the underwriter described in Section 2.08 of the Credit Agreement to sell the Common Stock at or above the Required Conversion Price.

Cheniere Energy, Inc.

700 Milam Street, Suite 800

Houston, Texas 77002

Tel: 713.375.5290

Fax: 713.375.6290

Attention: Graham McArthur, Treasurer

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with a copy to:

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Tel: 713.220.4200

Fax: 713.220.4285

Attention: Geoffrey K. Walker

GSO Special Situations Fund LP

280 Park Avenue, 11th Floor

New York, NY 10017

Tel: 212.503.2117

Fax: 212.503.6961

Attention: Chris Sullivan

with a copy to:

Jonathan R. Rod

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Tel: 212.906.1363

Fax: 212.751.4864

Attention: Jonathan R. Rod

GSO Origination Funding Partners LP

280 Park Avenue, 11th Floor

New York, NY 10017

Tel: 212.503.2117

Fax: 212.503.6961

Attention: Chris Sullivan

with a copy to:

Jonathan R. Rod

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Tel: 212.906.1363

Fax: 212.751.4864

Attention: Jonathan R. Rod

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Blackstone Distressed Securities Fund L.P.

280 Park Avenue, 11th Floor

New York, NY 10017

Tel: 212.503.2065

Attention: Jennifer Box

with a copy to:

Jonathan R. Rod

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Tel: 212.906.1363

Fax: 212.751.4864

Attention: Jonathan R. Rod

GSO COF Facility LLC

c/o GSO Capital Partners LP

280 Park Avenue, 11th Floor

New York, NY 10017

Tel: 212.503.2184

Fax: 212.503.6930

Attention: George Fan, Chief Legal Officer/Chief Compliance Officer

with a copy to:

Jonathan R. Rod

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Tel: 212.906.1363

Fax: 212.751.4864

Attention: Jonathan R. Rod

Scorpion Capital Partners LP

245 Fifth Avenue, 25th Floor

New York, NY 10016

Tel: 212.213.8916

Fax: 212.213.9607

Attention: Kevin McCarthy

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with a copy to:

Jonathan R. Rod

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Tel: 212.906.1363

Fax: 212.751.4864

Attention: Jonathan R. Rod

Notices to a Holder shall be sent to the address indicated on the Joinder Agreement.

Subject to the foregoing provisions of this Section 6.1, in proving service of a Notice, it shall be sufficient to prove that the envelope containing such Notice was properly addressed and delivered by hand, registered post or courier to the relevant address pursuant to the above provisions or that the facsimile transmission report (call back verification) states that the communication was properly sent.

This Agreement shall be effective as of the date hereof and shall terminate with respect to any Holder with respect to all provisions (other than Section 4 or Section 6), unless otherwise provided herein, on the date on which no Exchangeable Portion of Loans remain outstanding under the Credit Agreement and no Series B Preferred Stock remains outstanding. The provisions of Section 4 shall terminate earlier, if on or before such date, there ceases to be any Registrable Securities outstanding.

This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws rules that would require or permit the application of the laws of another jurisdiction.

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EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING, SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE OR FEDERAL COURT, AND THAT SUCH JURISDICTION OF SUCH COURTS WITH RESPECT THERETO SHALL BE EXCLUSIVE, EXCEPT SOLELY TO THE EXTENT THAT ALL SUCH COURTS SHALL LAWFULLY DECLINE TO EXERCISE SUCH JURISDICTION. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR IN RESPECT OF ANY SUCH TRANSACTION, THAT IT IS NOT SUBJECT TO SUCH JURISDICTION. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR IN RESPECT OF ANY SUCH TRANSACTION, THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH PARTY CONSENTS TO AND GRANTS ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES IN CONNECTION WITH, AND OVER THE SUBJECT MATTER OF, ANY SUCH DISPUTE AND AGREES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 6.1 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A

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TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH SUCH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction, such holding shall not affect the validity or enforceability of the remainder of this Agreement in such jurisdiction or the validity or enforceability of this Agreement, including such provision, in any other jurisdiction, and such provision shall be revised or modified to the minimum degree necessary to render it valid and enforceable.

This Agreement, together with the Credit Agreement and related documents, constitute the entire agreement and understanding of the parties hereto with respect to the matters referred to herein and supersede all prior agreements, understandings or representations, written or oral, and all contemporaneous oral agreements, understandings or representations, in each case among the parties with respect to such matters.

No amendment, alteration or modification of this Agreement or waiver of any provision of this Agreement shall be effective against the Company or any Holder unless such amendment, alteration, modification or waiver is approved in writing by the Company and the Holders that beneficially own a majority of the voting Registrable Securities beneficially owned by all Holders at such time. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. The Company shall give notice of any amendment or termination hereof to the Holders (other than the Investor) of which it is aware, provided that, such amendment or termination shall be binding on such Holders whether or not such notice is provided or received.

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This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. No party shall assign any or all of its rights or obligations under this Agreement without the consent of the other parties.

Nothing in this Agreement is intended to or shall confer any rights or benefits upon any Person other than the parties hereto.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

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In Witness Whereof, the parties have executed this Agreement as of the date first above written.

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