Cheniere Energy Partners LP
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
CQP$60.22+2.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Exhibits
(1) Financial Statements—Cheniere Energy Partners, L.P.:
| Management’s Report to the Unitholders of Cheniere Energy Partners, L.P. | 48 |
|---|---|
| Reports of Independent Registered Public Accounting Firm | 49 |
| Consolidated Statements of Income | 53 |
| Consolidated Balance Sheets | 54 |
| Consolidated Statements of Partners’ Equity (Deficit) | 55 |
| Consolidated Statements of Cash Flows | 56 |
| Notes to Consolidated Financial Statements | 57 |
(2) Financial Statement Schedules:
| Schedule I—Condensed Financial Information of Registrant for the years ended December 31, 2023, 2022 and 2021 | 107 |
|---|
(3) Exhibits:
Certain of the agreements filed as exhibits to this Form 10-K contain representations, warranties, covenants and conditions by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations, warranties, covenants and conditions:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
may apply standards of materiality that differ from those of a reasonable investor; and
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. These agreements are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Partnership or the other parties to the agreements. Investors should not rely on them as statements of fact.
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 2.1 | Contribution and Conveyance Agreement, by and among the Partnership, Cheniere LNG Holdings, LLC, Cheniere Partners GP, Cheniere Investments, Sabine Pass LNG-GP, Inc. and Sabine Pass LP, effective as of March 26, 2007 | CQP | 8-K | 10.4 | 3/26/2007 |
| 2.2 | Amended and Restated Purchase and Sale Agreement, dated as of August 9, 2012, by and among the Partnership, Cheniere Pipeline Company, Grand Cheniere Pipeline, LLC and Cheniere | CQP | 8-K | 10.2 | 8/9/2012 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 3.1 | Certificate of Limited Partnership of the Partnership | CQP(SEC File No. 333-139572) | S-1 | 3.1 | 12/21/2006 |
| 3.2 | Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 14, 2017 | CQP | 8-K | 3.1 | 2/21/2017 |
| 3.3 | Certificate of Formation of Cheniere Partners GP | CQP(SEC File No. 333-139572) | S-1 | 3.3 | 12/21/2006 |
| 3.4 | Third Amended and Restated Limited Liability Company Agreement of Cheniere Partners GP, dated as of August 9, 2012 | CQP | 8-K | 3.2 | 8/9/2012 |
| 4.1 | Form of common unit certificate (Included as Exhibit A to Exhibit 3.2 above) | CQP | 8-K | 3.1 | 2/21/2017 |
| 4.2 | Indenture, dated as of February 1, 2013, by and among SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee | CQP | 8-K | 4.1 | 2/4/2013 |
| 4.3 | First Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as Trustee | CQP | 8-K | 4.1.1 | 4/16/2013 |
| 4.4 | Second Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as Trustee | CQP | 8-K | 4.1.2 | 4/16/2013 |
| 4.5 | Third Supplemental Indenture, dated as of November 25, 2013, between SPL and The Bank of New York Mellon, as Trustee | CQP | 8-K | 4.1 | 11/25/2013 |
| 4.6 | Fourth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as Trustee | CQP | 8-K | 4.1 | 5/22/2014 |
| 4.7 | Form of 5.750% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.6 above) | CQP | 8-K | 4.1 | 5/22/2014 |
| 4.8 | Fifth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as Trustee | CQP | 8-K | 4.2 | 5/22/2014 |
| 4.9 | Sixth Supplemental Indenture, dated as of March 3, 2015, between SPL and The Bank of New York Mellon, as Trustee | CQP | 8-K | 4.1 | 3/3/2015 |
| 4.10 | Form of 5.625% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.9 above) | CQP | 8-K | 4.1 | 3/3/2015 |
| 4.11 | Seventh Supplemental Indenture, dated as of June 14, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 6/14/2016 |
| 4.12 | Form of 5.875% Senior Secured Note due 2026 (Included as Exhibit A-1 to Exhibit 4.11 above) | CQP | 8-K | 4.1 | 6/14/2016 |
| 4.13 | Eighth Supplemental Indenture, dated as of September 19, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 9/23/2016 |
| 4.14 | Ninth Supplemental Indenture, dated as of September 23, 2016, between SPL and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.2 | 9/23/2016 |
| 4.15 | Form of 5.00% Senior Secured Note due 2027 (Included as Exhibit A-1 to Exhibit 4.14 above) | CQP | 8-K | 4.2 | 9/23/2016 |
| 4.16 | Tenth Supplemental Indenture, dated as of March 6, 2017, between SPL and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 3/6/2017 |
| 4.17 | Form of 4.200% Senior Secured Note due 2028 (Included as Exhibit A-1 to Exhibit 4.16 above) | CQP | 8-K | 4.1 | 3/6/2017 |
| 4.18 | Eleventh Supplemental Indenture, dated as of May 8, 2020, between SPL and The Bank of New York Mellon, as Trustee under the Indenture | SPL | 8-K | 4.1 | 5/8/2020 |
| 4.19 | Form of 4.500% Senior Secured Note due 2030 (Included as Exhibit A-1 to Exhibit 4.18 above) | SPL | 8-K | 4.1 | 5/8/2020 |
| 4.20 | Twelfth Supplemental Indenture, dated as of November 29, 2022, between SPL and The Bank of New York Mellon, as Trustee under the Indenture | SPL | 8-K | 4.1 | 11/29/2022 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 4.21 | Form of 5.900% Senior Secured Amortizing Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.20 above) | SPL | 8-K | 4.1 | 11/29/2022 |
| 4.22 | Indenture, dated as of February 24, 2017, between SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 2/27/2017 |
| 4.23 | Form of 5.00% Senior Secured Note due 2037 (Included as Exhibit A-1 to Exhibit 4.22 above) | CQP | 8-K | 4.1 | 2/27/2017 |
| 4.24 | Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee | CQP | 10-K | 4.24 | 2/24/2022 |
| 4.25 | Form of 2.95% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.24 above) | CQP | 10-K | 4.24 | 2/24/2022 |
| 4.26 | Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee | CQP | 10-K | 4.26 | 2/24/2022 |
| 4.27 | Form of 3.17% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.26 above) | CQP | 10-K | 4.26 | 2/24/2022 |
| 4.28 | First Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee | CQP | 10-K | 4.28 | 2/24/2022 |
| 4.29 | Form of 3.19% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.28 above) | CQP | 10-K | 4.28 | 2/24/2022 |
| 4.30 | Second Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee | CQP | 10-K | 4.30 | 2/24/2022 |
| 4.31 | Form of 3.08% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.30 above) | CQP | 10-K | 4.30 | 2/24/2022 |
| 4.32 | Third Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as Trustee | CQP | 10-K | 4.32 | 2/24/2022 |
| 4.33 | Form of 3.10% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.32 above) | CQP | 10-K | 4.32 | 2/24/2022 |
| 4.34 | Indenture, dated as of September 18, 2017, between the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 9/18/2017 |
| 4.35 | First Supplemental Indenture, dated as of September 18, 2017, between the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.2 | 9/18/2017 |
| 4.36 | Second Supplemental Indenture, dated as of September 11, 2018, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 9/12/2018 |
| 4.37 | Third Supplemental Indenture, dated as of September 12, 2019, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 9/12/2019 |
| 4.38 | Form of 4.500% Senior Notes due 2029 (Included as Exhibit A-1 to Exhibit 4.37 above) | CQP | 8-K | 4.1 | 9/12/2019 |
| 4.39 | Fourth Supplemental Indenture, dated as of November 5, 2020, between the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 10-Q | 4.1 | 11/6/2020 |
| 4.40 | Fifth Supplemental Indenture, dated as of March 11, 2021, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 3/11/2021 |
| 4.41 | Form of 4.000% Senior Notes due 2031 (Included as Exhibit A-1 to Exhibit 4.40 above) | CQP | 8-K | 4.1 | 3/11/2021 |
| 4.42 | Sixth Supplemental Indenture, dated as of September 27, 2021, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 9/27/2021 |
| 4.43 | Form of 3.25% Senior Notes due 2032 (Included as Exhibit A-1 to Exhibit 4.42 above) | CQP | 8-K | 4.1 | 9/27/2021 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 4.44 | Seventh Supplemental Indenture, dated as of September 27, 2021, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 10/1/2021 |
| 4.45 | Eighth Supplemental Indenture, dated as of June 21, 2023, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture | CQP | 8-K | 4.1 | 6/21/2023 |
| 4.46 | Form of 5.950% Senior Notes due 2033 (Included as Exhibit A to Exhibit 4.45 above) | CQP | 8-K | 4.1 | 6/21/2023 |
| 4.47* | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | ||||
| 10.1 | Senior Revolving Credit and Guaranty Agreement, among SPL, as borrower, certain subsidiaries of the Company, The Bank of Nova Scotia, as Senior Facility Agent, Société Générale, as the Common Security Trustee, the issuing banks and lenders from time to time party thereto and other participants | SPL(SEC File No. 333-273238) | S-4 | 10.46 | 7/13/2023 |
| 10.2 | Fourth Amended and Restated Common Terms Agreement, among SPL, as borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto and Société Générale, as the Common Security Trustee and the Intercreditor Agent | SPL(SEC File No. 333-273238) | S-4 | 10.44 | 7/13/2023 |
| 10.3 | Third Amended and Restated Accounts Agreement, among SPL, certain subsidiaries of SPL, Société Générale, as the Common Security Trustee, and Citibank, N.A. as the Accounts Bank | SPL | 8-K | 10.3 | 3/23/2020 |
| 10.4 | Credit and Guaranty Agreement, dated as of June 23, 2023, among the Partnership, as borrower, certain subsidiaries of the Partnership, as Subsidiary Guarantors, the lenders from time to time party thereto, Société Générale, Natixis, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, and Wells Fargo Bank, as Issuing Banks, MUFG Bank, LTD as Administrative Agent and Coordinating Lead Arranger, and certain arrangers and other participants | CQP | 10-Q | 10.2 | 8/3/2023 |
| 10.5† | Cheniere Energy Partners, L.P. 2007 Long-Term Incentive Plan | CQP | 8-K | 10.3 | 3/26/2007 |
| 10.6† | Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (2012 Reload Award) | CQP | 10-Q | 10.9 | 11/2/2012 |
| 10.7† | Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan | CQP | 10-Q | 10.8 | 11/2/2012 |
| 10.8† | Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Units Settlement) | CQP | 10-K | 10.41 | 2/20/2015 |
| 10.9† | Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Reload Units Settlement) | CQP | 10-K | 10.42 | 2/20/2015 |
| 10.10† | Form of Indemnification Agreement for officers and/or directors of Cheniere Partners GP | CQP | 10-Q | 10.2 | 11/3/2022 |
| 10.11 | Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.) | CQP | 8-K | 10.1 | 11/9/2018 |
| 10.12 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: the Change Order CO-00001 Modifications to Insurance Language Change Order, dated June 3, 2019 | CQP | 10-Q | 10.4 | 8/8/2019 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 10.13 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00002 Fuel Provisional Sum Closure, dated July 8, 2019, (ii) the Change Order CO-00003 Currency Provisional Sum Closure, dated July 8, 2019, (iii) the Change Order CO-00004 Foreign Trade Zone, dated July 2, 2019, (iv) the Change Order CO-00005 NGPL Gate Access Security Coordination Provisional Sum, dated July 17, 2019, (v) the Change Order CO-00006 Alternate to Adams Valves, dated August 14, 2019, (vi) the Change Order CO-00007 E-1503 to HRU Permanent Drain Piping, dated August 14, 2019, (vii) the Change Order CO-00008 Differing Subsurface Soil Conditions - Train 6 ISBL, dated August 27, 2019, (viii) the Change Order CO-00009 LNG Berth 3, dated September 25, 2019 and (ix) the Change Order CO-00010 Cold Box Redesign and Addition of Inspection Boxes on Methane Cold Box, dated September 16, 2019 | CQP | 10-Q | 10.2 | 11/1/2019 |
| 10.14 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00011 Insurance Provisional Sum Interim Adjustment, dated October 1, 2019 and (ii) the Change Order CO-00012 Replacement of Timber Piles with Pre-Stressed Concrete Piles, dated October 30, 2019 | CQP | 10-K | 10.34 | 2/25/2020 |
| 10.15 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00013 Cost to Comply with SPL FTZ (FTZ entries, bonded transports and receipts for AG Pipe Spools Only), dated February 10, 2020, (ii) the Change Order CO-00014 Permanent Access Road to Third Berth, dated February 10, 2020, (iii) the Change Order CO-00015 Modifications to Schedule Bonus Language, dated February 10, 2020, (iv) the Change Order CO-00016 LNG Berth 3 LNTP No 3, dated January 31, 2020 and (v) the Change Order CO-00017 Construction Doc Fender Guards and LP Fuel Gas Overpressure Interlock, dated March 18, 2020 | CQP | 10-Q | 10.4 | 4/30/2020 |
| 10.16 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00018 Electrical Studies for GTG Grid Modification, dated April 2, 2020, (ii) the Change Order CO-00019 Third Berth - Change in 5kV Electrical Tie-In, dated April 30, 2020, (iii) the Change Order CO-00020 LNG Berth 3 LNTP No. 4, dated May 4, 2020, (iv) the Change Order CO-00021 Train 6 P1601 A/B/ Flange Changes, dated May 27, 2020 and (v) the Change Order CO-00022 Train 6 H2S Skid Modifications to Level Transmitters & GTG Pressure Range Change on PT-573 A/B, dated June 4, 2020 | CQP | 10-Q | 10.2 | 8/6/2020 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 10.17 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00023 Third Berth Vapor Fence Provisional Sum Scope Removal and Closeout, dated June 22, 2020, (ii) the Change Order CO-00024 Train 6 Thermowell Upgrades, dated June 22, 2020, (iii) the Change Order CO-00025 Third Berth Bubble Curtain, dated June 22, 2020, (iv) the Change Order CO-00026 Third Berth Fuel Provisional Sum Closure Change Order, dated July 14, 2020, (v) the Change Order CO-00027 Third Berth Currency Provisional Sum Closure Change Order, dated July 20, 2020, (vi) the Change Order CO-00028 Train 6 Hot Oil WHRU PSV Bypass, dated August 11, 2020 and (vii) the Change Order CO-00029 Change in Law IMO 2020 Regulatory Change – Low Sulphur Emissions on Marine Vessels, dated August 25, 2020 | CQP | 10-Q | 10.1 | 11/6/2020 |
| 10.18 | Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between the SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00030 Third Berth Soil Preparation Provisional Sum Interim Adjustment Change Order, dated September 16, 2020, (ii) the Change Order CO-00031 Provisional Sum Consolidation (PAB, Taxes & Insurance), dated October 2, 2020, (iii) the Change Order CO-00032 COVID-19 Impacts, dated October 2, 2020, (iv) the Change Order CO-00033 Third Berth - Jetty Building (00A-4041) - Clean Agent System, dated November 2, 2020 and (v) the Change Order CO-00034 Vanessa Spare Valves, dated November 18, 2020 | CQP | 10-K | 10.34 | 2/24/2021 |
| 10.19 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00035 Impacts from Hurricanes Laura and Delta, dated December 22, 2020, (ii) the Change Order CO-00036 Third Berth - Add N2 Connection on Liquid & Hybrid SVT Loading Arm Apex, dated December 22, 2020, (iii) the Change Order CO-00037 Third Berth Design Vessels Update, dated December 22, 2020, (iv) the Change Order CO-00038 Train 6 PV-16002 & FV-15104 Valve Trim Upgrades, dated January 21, 2021, (v) the Change Order CO-00039 Third Berth Design Update to Supply Bunkering Fuel, dated February 11, 2021, (vi) the Change Order CO-00040 LNG Benchmark 7 Elevation Change, dated February 11, 2021, (vii) the Change Order CO-00041 Costs to Comply with SPL FTZ (Excluding Pipe Spools), dated February 12, 2021 and (viii) the Change Order CO-00042 COVID-19 Impacts 1Q2021, dated March 12, 2021 | CQP | 10-Q | 10.2 | 5/4/2021 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 10.20 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00043 Third Berth SVT Loading Arm Spares, dated April 9, 2021, (ii) the Change Order CO-00044 Third Berth U/G Directional Drilling & Cathodic Protection Provisional Sum Closures, dated April 9, 2021, (iii) the Change Order CO-00045 Winter Storm Impacts, dated April 9, 2021, (iv) the Change Order CO-00046 NGPL Security Provisional Sum Interim Adjustment, dated June 15, 2021, (v) the Change Order CO-00047 80 Acres Bridge, dated June 15, 2021 and (vi) the Change Order CO-00048 AGRU Additions for Lean Solvent Overpressure, dated June 15, 2021 | CQP | 10-Q | 10.1 | 8/5/2021 |
| 10.21 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00049 COVID-19 Impacts 2Q2021, dated July 6, 2021, (ii) CO-00050 Third Berth Bunkering Ship Modifications — Pre-Investment for Foundations, dated July 6, 2021, (iii) CO-00051 Thermal Oxidizer Controls Change, dated September 8, 2021, (iv) CO-00052 Third Berth Spare Beacon and Additional Cable Tray, dated September 8, 2021 and (v) CO-00053 Train 6 Gearbox Assembly Replacement for Unit 1411, dated September 24, 2021 | Cheniere | 10-Q | 10.1 | 11/4/2021 |
| 10.22 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00054 80 Acres Bridge Credit, dated November 30, 2021, (ii) CO-00055 Change in Law LPDES Permit - Water Treatment Filter Washing, dated December15, 2021, (iii) CO-00056 Impacts from Hurricane Ida, dated December 15, 2021 and (iv) CO-00057 Impacts from Hurricane Nicholas, dated December 15, 2021 | CQP | 10-K | 10.39 | 2/24/2022 |
| 10.23 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00058 COVID-19 Impacts 3Q2021, dated January 6, 2022, (ii) CO-00059 Spill Containment SIL 2 Interlock, dated January 11, 2022, (iii) the Change Order CO-00060 Third Berth Soil Preparation Provisional Sum Closure, dated March 15, 2022, (iv) the Change Order CO-00061 COVID-19 Impacts 4Q2021, dated March 15, 2022 and (v) the Change Order CO-00062 FERC Condition 61, dated March 15, 2022 | CQP | 10-Q | 10.1 | 5/4/2022 |
| 10.24 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00063 FERC Condition 78, dated May 6, 2022, (ii) the Change Order CO-00064 FERC Impact to Pipe Installation, dated June 14, 2022, (iii) the Change Order CO-00065 Spill Containment Sil 2 Interlock, dated June 15, 2022 and (iv) the Change Order CO-00066 Marine Dredging and Management Oversight Provisional Sums Closure, dated June 16, 2022 | CQP | 10-Q | 10.2 | 8/4/2022 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 10.25 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00067 Performance and Attendance Bonus (“PAB”) Provisional Sum Closure, dated August 18, 2022, (ii) the Change Order CO-00068 Performance and Attendance Bonus (“PAB”) Provisional Sum Closure (Reconciliation to CO-00067), dated August 18, 2022, and (iii) the Change Order CO-00069 COVID-19 Impacts 1Q2022 and 2Q2022, dated August 29, 2022 | CQP | 10-Q | 10.1 | 11/3/2022 |
| 10.26 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 7, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00070 80-Acres Bridge, dated October 28, 2022, (ii) the Change Order CO-00071 Mooring System Low-Tension Common Alarm, dated October 31, 2022, (iii) the Change Order CO-00072 FERC Hydrocarbon Permit Conditions, dated October 31, 2022, (iv) the Change Order CO-00073 BN#2 Beacon Pile Relocation, dated October 31, 2022 and (v) the Change Order CO-00074 FERC Condition 56: ISA 84 Gas Detection, dated October 31, 2022 | CQP | 10-K | 10.44 | 2/23/2023 |
| 10.27 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 8, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: the Change Order CO-00075 Section 232 Duties (Final Settlement FTZ), dated December 16, 2022 | CQP | 10-Q | 10.1 | 5/2/2023 |
| 10.28 | Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 4 Liquefaction Facility, dated November 8, 2018, by and between SPL and Bechtel Oil Gas and Chemicals, Inc.: (i) the Change Order CO-00076 Supplemental FERC Condition 80 Requirements, dated May 5, 2023, (ii) the Change Order CO-00077 Louisiana Sales and Use Tax Provisional Sum Closure, dated June 16, 2023, (iii) the Change Order CO-00078 Natural Gas Pipeline (NGPL) Security Coordination Provisional Sum Closure, dated June 22, 2023, (iv) the Change Order CO-00079 Insurance Provisional Sum Closure, dated July 27, 2023 and (v) the Change Order Co-00080 Borrowed Items, dated September 6, 2023 | CQP | 10-Q | 10.1 | 11/2/2023 |
| 10.29 | LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) | CQP | 8-K | 10.1 | 11/21/2011 |
| 10.30 | Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) | CQP | 10-Q | 10.1 | 5/3/2013 |
| 10.31 | Amendment of LNG Sale and Purchase Agreement (FOB), dated January 12, 2017, between SPL (Seller) and Gas Natural Fenosa LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.) (Buyer) | SPL(SEC File No. 333-215882) | S-4 | 10.3 | 2/3/2017 |
| 10.32 | Letter agreement regarding change from LIBOR to SOFR, dated June 8, 2023, to LNG Sale and Purchase Agreement, dated November 21, 2011, between SPL and Naturgy LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.), as amended | CQP | 10-Q | 10.8 | 8/3/2023 |
| 10.33 | LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between SPL (Seller) and GAIL (India) Limited (Buyer) | CQP | 8-K | 10.1 | 12/12/2011 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 10.34 | Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and GAIL (India) Limited (Buyer) | CQP | 10-K | 10.18 | 2/22/2013 |
| 10.35 | Letter agreement regarding change from LIBOR to SOFR, dated June 16, 2023, to LNG Sale and Purchase Agreement, dated December 11, 2011, between SPL and GAIL (India) Limited, as amended | CQP | 10-Q | 10.6 | 8/3/2023 |
| 10.36 | Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between SPL (Seller) and BG Gulf Coast LNG, LLC (Buyer) | CQP | 8-K | 10.1 | 1/26/2012 |
| 10.37 | Letter agreement regarding change from LIBOR to SOFR, dated May 18, 2023, to LNG Sale and Purchase Agreement, dated January 25, 2012, between SPL and BG Gulf Coast LNG, LLC, as amended | CQP | 10-Q | 10.5 | 8/3/2023 |
| 10.38 | LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between SPL (Seller) and Korea Gas Corporation (Buyer) | CQP | 8-K | 10.1 | 1/30/2012 |
| 10.39 | Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and Korea Gas Corporation (Buyer) | CQP | 10-K | 10.19 | 2/22/2013 |
| 10.40 | Letter agreement regarding change from LIBOR to SOFR, dated June 30, 2023, to LNG Sale and Purchase Agreement, dated January 30, 2012, between SPL and Korea Gas Corporation, as amended | CQP | 10-Q | 10.7 | 8/3/2023 |
| 10.41 | Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL (Seller) and Cheniere Marketing, LLC (Buyer) | SPL | 8-K | 10.1 | 8/11/2014 |
| 10.42 | Letter agreement, dated December 8, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) | SPL | 10-K | 10.14 | 2/24/2017 |
| 10.43 | Amendment No. 1 of Amended and Restated LNG Sale and Purchase Agreement, dated May 3, 2019, by and between SPL and Cheniere Marketing International LLP | CQP | 10-Q | 10.1 | 5/9/2019 |
| 10.44 | Letter Agreement, dated August 4, 2021, regarding the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) | CQP | 10-Q | 10.2 | 8/5/2021 |
| 10.45 | Letter Agreement, dated November 24, 2021, regarding the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) | CQP | 8-K | 10.1 | 11/26/2021 |
| 10.46 | Letter agreement regarding change from LIBOR to SOFR, dated June 26, 2023, to Amended and Restated LNG Sale and Purchase Agreement (FOB) between SPL and Cheniere Marketing International LLP, dated August 5, 2014, as amended | CQP | 10-Q | 10.9 | 8/3/2023 |
| 10.47 | LNG Sale and Purchase Agreement (Tourmaline Oil Marketing Corp), dated June 15, 2022, between SPL and Cheniere Marketing International LLP | CQP | 10-Q | 10.3 | 11/3/2022 |
| 10.48 | Management Services Agreement, dated May 14, 2012, by and between Cheniere Terminals and SPL | CQP | 8-K | 10.6 | 5/15/2012 |
| 10.49 | Amendment to Management Services Agreement, dated September 28, 2015, between Cheniere Terminals and SPL | SPL | 10-Q/A | 10.8 | 11/9/2015 |
| Exhibit No. · Incorporated by Reference (1) | |||||
|---|---|---|---|---|---|
| Description · Entity · Form · Exhibit · Filing Date | |||||
| 10.50 | Amended and Restated Management Services Agreement, dated as of August 9, 2012, by and between Cheniere Terminals and SPLNG | CQP | 10-Q | 10.6 | 11/2/2012 |
| 10.51 | Management Services Agreement, dated May 27, 2013, by and between Cheniere Terminals and CTPL | CQP | 10-Q | 10.2 | 8/2/2013 |
| 10.52 | Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated May 14, 2012, by and between Cheniere LNG O&M Services, LLC, Cheniere Partners GP and SPL | CQP | 8-K | 10.5 | 5/15/2012 |
| 10.53 | Assignment and Assumption Agreement (Sabine Pass Liquefaction O&M Agreement), dated as of November 20, 2013, by and between Cheniere Partners GP and Cheniere Investments | Cheniere Holdings | S-1/A | 10.76 | 12/2/2013 |
| 10.54 | Amendment to Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated September 28, 2015, by and among Cheniere LNG O&M Services, LLC, Cheniere Investments and SPL | SPL | 10-Q/A | 10.7 | 11/9/2015 |
| 10.55 | Amended and Restated Operation and Maintenance Agreement (Sabine Pass LNG Facilities), dated as of August 9, 2012, by and among Cheniere Partners GP, Cheniere LNG O&M Services, LLC, and SPLNG | CQP | 10-Q | 10.5 | 11/2/2012 |
| 10.56 | Assignment and Assumption Agreement (Sabine Pass LNG O&M Agreement), dated as of November 20, 2013, by and between Cheniere Partners GP and Cheniere Investments | Cheniere Holdings | S-1/A | 10.75 | 12/2/2013 |
| 10.57 | Amended and Restated Management and Administrative Services Agreement, dated as of August 9, 2012, by and between Cheniere Terminals, the Partnership and Cheniere | CQP | 10-Q | 10.4 | 11/2/2012 |
| 10.58 | Amended and Restated Operation and Maintenance Services Agreement (Cheniere Creole Trail Pipeline), dated May 27, 2013, by and between CTPL and Cheniere Partners GP | CQP | 10-Q | 10.1 | 8/2/2013 |
| 10.59 | Assignment and Assumption Agreement (Creole Trail O&M Agreement), dated as of November 20, 2013, between Cheniere Partners GP and Cheniere Investments | Cheniere Holdings | S-1/A | 10.74 | 12/2/2013 |
| 10.60 | Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement with eleven Cameron Parish taxing authorities, dated October 23, 2007, by and between Cheniere Marketing, Inc. and SPLNG | Cheniere | 10-Q | 10.7 | 11/6/2007 |
| 10.61 | Amended and Restated Services and Secondment Agreement, dated as of August 9, 2012, between Cheniere LNG O&M Services, LLC and Cheniere Partners GP | CQP | 10-Q | 10.3 | 11/2/2012 |
| 10.62 | Assignment and Assumption Agreement (Services and Secondment Agreement), dated as of November 20, 2013, by and between Cheniere Partners GP and Cheniere Investments | Cheniere Holdings | S-1/A | 10.73 | 12/2/2013 |
| 10.63 | Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among Cheniere, Cheniere Partners GP, the Partnership, Cheniere Class B Units Holdings, LLC, Blackstone CQP Holdco LP and the other investors party thereto from time to time | CQP | 8-K | 10.1 | 8/6/2012 |
| 21.1* | Subsidiaries of the Partnership | ||||
| 22.1* | List of Issuers and Guarantor Subsidiaries | ||||
| 23.1* | Consent of KPMG LLP | ||||
| 31.1* | Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act | ||||
| 31.2* | Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act | ||||
| Exhibit No. | Incorporated by Reference (1) | ||||||
|---|---|---|---|---|---|---|---|
| Description | Entity | Form | Exhibit | Filing Date | |||
| 32.1** | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||
| 32.2** | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||
| 97* | Cheniere Energy Partners, L.P. Clawback Policy | ||||||
| 101.INS* | XBRL Instance Document | ||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | ||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | ||||||
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | ||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||
| (1) | Exhibits are incorporated by reference to reports of Cheniere (SEC File No. 001-16383), CQP (SEC File No. 001-33366), Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”) (SEC File No. 333-191298), SPL (SEC File No. 333-192373) and SPLNG (SEC File No. 333-138916), as applicable, unless otherwise indicated. |
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Management contract or compensatory plan or arrangement. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.