Exhibit 10.2

Execution Version

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into, as of April 9, 2009, by Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), the Loan Parties, the Lenders and The Bank Of New York Mellon, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement (as defined below).

Preliminary Statements

A. Borrower has entered into that certain Credit Agreement, dated as of August 15, 2008, by and among the Borrower, the Administrative Agent, certain affiliates of the Borrower signatory thereto and the Lenders from time to time party thereto (as amended by that certain First Amendment to Credit Agreement, dated as of September 15, 2008, Second Amendment to Credit Agreement, dated as of December 31, 2008 and Third Amendment to Credit Agreement, dated as of April 3, 2009, as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

B. Borrower has notified the Administrative Agent, the Collateral Agent and the Lenders that it desires to amend the Credit Agreement in order to be permitted to repurchase certain notes issued pursuant to the CEI Indenture; and

C. Subject to certain conditions as set forth herein, the Administrative Agent, the Collateral Agent and the Required Lenders are willing to agree to such amendment relating to the Credit Agreement.

NOW THEREFORE, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Loan Parties, the Administrative Agent, the Collateral Agent and the Required Lenders, hereby agree as follows:

 

1. Amendments to Section 1.01 (Definitions).

 

  (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions in proper alphabetical sequence:

“Fourth Amendment” shall mean that certain Fourth Amendment to Credit Agreement, dated as of April 9, 2009, among Borrower, certain affiliates of Borrower signatory thereto, the Administrative Agent, the Collateral Agent and the Required Lenders.

“Fourth Amendment Effective Date” shall mean the date of satisfaction of the conditions referred to in Section 5 of the Fourth Amendment.”

  (b) Section 1.01 of the Credit Agreement is hereby amended by amending clause (iii) of the definition of “Restricted Payments” by adding the following words immediately preceding “;” thereof:

“, other than as permitted pursuant to Section 6.04(f)”.

 

2. Amendments to Section 6.04 (Investments, Loans and Advances). Section 6.04 of the Credit Agreement is hereby amended by:

 

  (a) deleting “and” at the end of Section 6.04(c);

 

  (b) replacing the period at the end of Section 6.04(d) with “;”;

 

  (c) replacing the period at the end of Sections 6.04(e) “; and”;

 

  (d) inserting a new Section 6.04(f) immediately after Section 6.04(e) as follows:

“Investments in an amount not to exceed $3,350,000 made by CEI with respect to repurchasing certain of the notes issued pursuant to the CEI Indenture;”.

 

3. Amendments to Section 6.16 (Modification of Other Indebtedness). Clause (b) of Section 6.16 of the Credit Agreement is hereby amended by adding the following words immediately prior to the period thereof:

“and, in the case of the CEI Indenture, as permitted pursuant to Section 6.04(f)”.

 

4. Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders (which representations and warranties shall survive the execution and delivery of this Amendment), as follows:

 

  (a) Absence of Defaults. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or Event of Default after giving effect to this Amendment.

 

  (b) Enforceability. This Amendment has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

  (c)

Authorization, No Conflicts. The execution, delivery and performance of this Amendment by each Loan Party (i) has been duly authorized by all requisite organizational action of such Loan Party and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation, or of the certificate or articles of

 

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incorporation or other constitutive documents or by-laws of such Loan Party, (2) any order of any Governmental Authority or arbitrator or (3) any provision of any indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its property is or may be bound, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument or (C) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Loan Party (other than Liens created under the Security Documents).

 

5. Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of each the following conditions precedent:

 

  (a) Execution. The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of the Loan Parties, the Required Lenders, the Administrative Agent and the Collateral Agent.

 

  (b) Representations and Warranties. The representations and warranties contained herein shall be true and correct in all respects.

 

  (c) Necessary Consents. Each Loan Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

 

  (d) Fees. All fees and expense reimbursements payable by the Borrower to the Administrative Agent, the Collateral Agent and the Lenders for which invoices have been presented shall have been paid in full.

Notwithstanding anything to the contrary in this Amendment, each Lender by delivering its signature page to this Amendment shall be deemed to have acknowledged receipt of and consented to and approved the Amendment and each other document required to be approved by any Agent or any Lender, as applicable, on the date such Lender delivers its signature to this Amendment and the Administrative Agent shall be entitled to rely on such confirmation.

 

6. Reference to and Effect Upon the Loan Documents.

 

  (a) Except as specifically set forth above, the Credit Agreement and each other Loan Document shall remain in full force and effect and is hereby ratified and confirmed.

 

  (b) Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agents or any Lender under the Loan Documents, or any other document, instrument or agreement executed and/or delivered in connection therewith.

 

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  (c) Any reference in any Loan Document to the Credit Agreement shall be a reference to the Credit Agreement as modified by this Amendment, and any reference in any Loan Document to any other Loan Document shall be a reference to such referenced Loan Document as modified by this Amendment.

 

  (d) This Amendment is a Loan Document. The provisions of Section 9.15 of the Credit Agreement shall apply with like effect to this Amendment.

 

7. Further Assurances. Each Loan Party hereby agrees to authorize, execute and deliver all additional instruments, certificates, financing statements, agreements or documents, and take all such actions as the Administrative Agent, the Collateral Agent or the Required Lenders may reasonably request for the purposes of implementing or effectuating the provisions of this Amendment.

 

8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

 

9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purposes.

 

10. Counterparts. This Waiver may be executed by all parties hereto in any number of separate counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form, and all of such counterparts taken together constitute one instrument.

 

11. Severability. In case any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

 

12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENTS AND FOR ANY COUNTERCLAIM THEREIN.

 

13. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of this page intentionally left blank]

 

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CHENIERE COMMON UNITS HOLDING, LLC, as Borrower
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE CORPUS CHRISTI PIPELINE, L.P., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE CREOLE TRAIL PIPELINE, L.P., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE ENERGY OPERATING CO., INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE MIDSTREAM HOLDINGS, INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer

 

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CHENIERE PIPELINE COMPANY, as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE PIPELINE GP INTERESTS, LLC, as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE SOUTHERN TRAIL GP, INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE SOUTHERN TRAIL PIPELINE, L.P., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
GRAND CHENIERE PIPELINE, LLC, as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer

 

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CHENIERE ENERGY SHARED SERVICES, INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE ENERGY, INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE LNG HOLDINGS, LLC, as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE LNG O&M SERVICES, LLC, , as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE LNG TERMINALS, INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer
CHENIERE LNG, INC., as a Loan Party
By:  

/s/ Graham A. McArthur

Name:   Graham A. McArthur
Title:   Treasurer

 

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GSO SPECIAL SITUATIONS FUND LP, as a Lender
By: GSO Capital Partners, LP, its investment advisor
By:  

/s/ George Fan

Name:   George Fan
Title:   Chief Legal Officer
GSO COF FACILITY LLC, as a Lender
By: GSO Capital Partners LP as Portfolio Manager
By:  

/s/ George Fan

Name:   George Fan
Title:   Chief Legal Officer
GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD, as a Lender
By: GSO Capital Partners, LP, its investment advisor
By:  

/s/ George Fan

Name:   George Fan
Title:   Chief Legal Officer
BLACKSTONE DISTRESSED SECURITIES FUND L.P.,
By: Blackstone Distressed Securities Advisors L.P., its investment manager
By:  

/s/ George Fan

Name:   George Fan
Title:   Chief Legal Officer

 

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GSO CREDIT OPPORTUNITIES FUND (HELIOS), L.P.
By: GSO Capital Partners, LP, its investment advisor
By:  

/s/ George Fan

Name:   George Fan
Title:   Chief Legal Officer

 

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SCORPION CAPITAL PARTNERS, LP, as a Lender
By: Scorpion GP, LLC
By:  

/s/ Nuno Brandolini

Name:   Nuno Brandolini
Title:   Manager

 

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THE BANK OF NEW YORK MELLON, as Administrative Agent and Collateral Agent
By:  

/s/ Melinda Valentine

Name:   Melinda Valentine
Title:   Vice President

 

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