On December 7, 2012, the Board of Directors of Cheniere Energy, Inc. (the "Company") approved an amendment to the Rights Agreement, dated as of October 14, 2004, between the Company and Computershare Trust Company, N.A. (formerly U.S. Stock Transfer Corp.), as Rights Agent (the "Rights Agent"), as amended (the "Rights Agreement"). On December 10, 2012, the Company and the Rights Agent entered into a Third Amendment to Rights Agreement (the "Third Amendment") which amends the Rights Agreement by accelerating the final expiration date of the Company's preferred stock purchase rights (the "Rights") from the close of business on October 14, 2014 to the close of business on December 10, 2012. As a result of the Third Amendment, as of the close of business on December 10, 2012, the Rights will no longer be outstanding and will not be exercisable, and the Rights Agreement will effectively terminate. The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

See the description set out under "Item 1.01 Entry into a Material Definitive Agreement."

d) Exhibits

Exhibit
Number  Description
4.1*         Third Amendment to Rights Agreement by and between Cheniere Energy,
             Inc. and Computershare Trust Company, N.A. (formerly U.S. Stock
             Transfer Corp.), as Rights Agent, dated as of December 10, 2012.

* Filed herewith.