General Partner
means Cheniere Energy Partners GP, LLC, a Delaware limited liability
company, and its successors and permitted assigns as general partner of CQP or as the business entity with the ultimate authority to manage the business and operations of CQP.
Hedging Contract
means (1) any agreement providing for options, swaps, floors, caps, collars, forward sales or forward purchases
involving interest rates, commodities or commodity prices, equities, currencies, bonds, or indexes based on any of the foregoing, (2) any option, futures or forward contract traded on an exchange, and (3) any other derivative agreement or
other similar agreement or arrangement.
Hedging Obligations
of any Person means the obligations of such Person under any Hedging
Contract.
Indebtedness
means, with respect to any Person, any obligation created or assumed by such Person for the repayment of
borrowed money or any guarantee thereof, if and to the extent such obligation would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.
Intercreditor Agreement
means the Intercreditor Agreement dated as of February 25, 2016, among CQP, the Collateral Agent and the other
Senior Class Debt Representatives referred to therein, as it may be further amended, amended and restated, supplemented or otherwise modified from time to time.
Issue Date
means the first date on which notes were issued under the indenture.
Joinder Documents
means (a) a supplement to the Intercreditor Agreement required to be delivered by an Additional Agent to the
Controlling Agent and Collateral Agent pursuant to the Intercreditor Agreement and (b) a supplement to the Collateral Agency Agreement required to be delivered by an Additional Agent to the Controlling Agent and Collateral Agent pursuant to the
Collateral Agency Agreement, in each case, in order to establish an additional Series of Additional First Lien Obligations and become Additional First Lien Secured Parties under the Intercreditor Agreement.
Legal Holiday
means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed.
Lien
means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, hypothecation, charge, security interest or similar encumbrance in, on, or of such asset, regardless of whether filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.
LNG
means natural gas in a liquid state at or below its boiling point at a pressure of approximately one atmosphere.
Material Indebtedness
means Indebtedness of CQP for borrowed money in the outstanding aggregate principal amount of
$100.0 million or more.
Moodys
means Moodys Investors Service, Inc. or any successor to the rating agency business
thereof.
Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement
means the Multiple Indebtedness
Mortgage, Assignment of Leases and Rents and Security Agreement, dated November 29, 2016, entered into between Sabine Pass LNG, L.P. and the Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from
time to time.
Net Proceeds
means the aggregate cash proceeds and Cash Equivalents received by CQP or any of its Subsidiary Guarantors
in respect of any Asset Sale (including any cash and Cash Equivalents received upon the sale or other disposition of any
non-cash
consideration received in any Asset Sale), net of:
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(1)
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the direct costs relating to such Asset Sale, including legal, accounting, investment banking and brokerage
fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale,
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(2)
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taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements,
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(3)
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in the case of any Asset Sale by a Subsidiary, payments to holders of Equity Interests in such Subsidiary in
such capacity (other than such Equity Interests held by CQP or any Subsidiary) to the extent that such payment is required to permit the distribution of such proceeds to CQP or any Subsidiary;
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