Non-Recourse to the General Partners; No Personal Liability of
Officers, Directors, Employees or Partners
None of Cheniere Energy Partners GP, LLC, our general partner, its directors, officers, employees and
partners nor the limited partners of CQP have any personal liability for our obligations under the indenture or the notes. Each Holder of notes, by accepting a note, waived and released all such liability. The waiver and release were each a part of
the consideration for the issuance of the notes.
Separateness
Each Holder of notes, by accepting a note, is deemed to have acknowledged and affirmed (i) the separateness of any
non-guarantor Subsidiary from CQP, (ii) that it has purchased the notes from CQP in reliance upon the separateness of such non-guarantor Subsidiary from CQP,
(iii) that each such Subsidiary may have assets and liabilities that are separate from those of CQP, (iv) that the Note Obligations have not been guaranteed by such non-guarantor Subsidiaries or any
of their respective Subsidiaries and (v) that, except as other Persons may expressly assume or guarantee any of the Note Documents or Note Obligations, the Holders shall look solely to the property and assets of CQP and the Subsidiary
Guarantors, and any property pledged as Collateral with respect to the Note Documents, for the repayment of any amounts payable under any Note Document or the notes and for satisfaction of the Note Obligations and that none of the non-guarantor Subsidiaries or any of their respective Subsidiaries shall be personally liable to the Holders for any amounts payable, or any other Note Obligation, under the Note Documents.
Governing Law
The indenture and the notes are governed
by the laws of the State of New York. The Collateral Agency Agreement is governed by the laws of the State of New York.
Definitions
2019 Credit Agreement means, that certain Credit and Guaranty Agreement, dated May 29, 2019, by and among CQP, the subsidiary
guarantors from time to time party thereto, the lenders party thereto from time to time, and MUFG Bank, Ltd. as administrative agent, as it may be further amended, amended and restated, supplemented or otherwise modified from time to time.
Additional Agent means the administrative agent and/or trustee (as applicable) or any other similar agent, representative or Person under
any Additional First Lien Debt Facility, in each case, together with its successors and permitted assigns in such capacity.
Additional First
Lien Debt Facility means one or more debt facilities, commercial paper facilities or indentures whose Senior Class Debt Representative has become a party to the Intercreditor Agreement in accordance therewith, in each case with banks,
other lenders or trustees, providing for revolving credit loans, term loans, letters of credit, notes or other borrowings, in each case, as amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time;
provided that the 2019 Credit Agreement shall not constitute an Additional First Lien Debt Facility at any time.
Additional First Lien
Documents means, with respect to any Series of Additional First Lien Obligations, the notes, credit agreements, indentures, security documents and other operative agreements evidencing or governing such Indebtedness, and each other
agreement entered into for the purpose of securing any Series of Additional First Lien Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Additional First Lien Obligations means, with respect to any Additional First Lien Debt Facility, (a) all principal of and interest
(including, without limitation, any interest that accrues after the commencement of any
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