Summary of CHENIERE ENERGY INC

Entry into a Material Definitive Agreement, Other Events, Financial Statement

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

LNG Sale and Purchase Agreement
On December 17, 2012, Cheniere Energy Partners, L.P. ("Cheniere Partners"), a
majority owned subsidiary of Cheniere Energy, Inc., issued a press release
announcing the signing of an LNG Sale and Purchase Agreement ("SPA") between
Sabine Pass Liquefaction, LLC, a subsidiary of Cheniere Partners ("Sabine
Liquefaction"), and Total Gas & Power North America, Inc., an affiliate of Total
S.A. ("Total").
Under the SPA, in summary and subject to the more detailed provisions and
conditions set forth therein:
Х            Commencing on the date of first commercial delivery of LNG from the
             fifth liquefaction train (as determined in accordance with the SPA),
             Sabine Liquefaction will sell and make available for delivery, and
             Total will take and pay for, cargoes of liquefied natural gas
             ("LNG") with an annual contract quantity of 104,750,000 MMBtu
             (equivalent to approximately 2.0 million tonnes per annum ("mtpa")).


Х            Total will pay Sabine Liquefaction a contract sales price for each
             MMBtu of LNG delivered under the SPA. The contract sales price will
             be equal to $3.00 plus 115% of the final settlement price for the
             New York Mercantile Exchange Henry Hub natural gas futures contract
             for the month in which the relevant cargo is scheduled. 11.5% of the
             fixed portion of the contract sales price will be subject to an
             annual adjustment for inflation.


Х            Total will have the right to suspend delivery of all cargoes of LNG
             scheduled in a month by a timely advance notice, in which case Total
             will continue to be obligated to pay the fixed portion of the
             contract sales price with respect to the quantity of LNG suspended
             but will forfeit its right to receive the suspended quantity. Total
             will have the right to resume delivery of cargoes of LNG by a timely
             advance notice.


Х            The SPA will have a 20-year term, commencing on the date of first
             commercial delivery of LNG from the fifth liquefaction train (as
             determined in accordance with the SPA). Total will have the right to
             extend the 20-year term for an additional period of up to 10 years.


Х            The obligations of Sabine Liquefaction to proceed with the fifth
             liquefaction train under the SPA will become effective when the
             following conditions have been satisfied or waived:


?               Sabine Liquefaction has received all regulatory approvals
                required for construction and operation of its fifth liquefaction
                train and related facilities in Cameron Parish, Louisiana;


?               Sabine Liquefaction has secured the necessary financing
                arrangements to construct and operate its fifth liquefaction
                train and related facilities;


?               Sabine Liquefaction has taken a positive final investment
                decision to proceed with construction of its fifth liquefaction
                train and related facilities;


?               specified regulatory authorizations are in effect permitting
                Sabine Liquefaction to export LNG from the United States; and


?               Sabine Liquefaction has issued an unconditional notice to proceed
                with the construction of the fifth liquefaction train.


Х            Sabine Liquefaction will designate the date for the first commercial
             delivery of LNG from the fifth liquefaction train within the 180-day
             period commencing 50 months after the date the preceding conditions
             have been satisfied or waived.

Total would have the right to terminate the SPA if Sabine Liquefaction declared an event of force majeure (as defined and provided in the SPA) one or more times and the interruptions from such force majeure events aggregated 24 or more months during any 36-month period and resulted in a 50 percent or greater reduction in the annual contract quantity of LNG available to Total during that period. Total would also have the right to terminate the SPA if, among other things, Sabine Liquefaction failed to make available to Total 50 percent or greater of the cargoes scheduled in any 12-month period, or the fifth liquefaction train had not commenced commercial operations at the Sabine Liquefaction facility within 180 days after the date designated for the first commercial delivery.
Sabine Liquefaction would have the right to terminate the SPA if: (i) Total declared an event of force majeure one or more times and the interruptions from such force majeure events aggregated 24 or more months during any 36-month period and resulted in Total being prevented from taking 50 percent or more of the annual contract quantity of LNG during that period; (ii) Total failed to take 50 percent or greater of the cargoes scheduled in any 12-month period;
(iii) Total failed to provide a guaranty required under the SPA on or before January 31, 2013 or such guaranty, if required to be maintained, ceased to be in effect for longer than 10 business days; (iv) Total or its guarantor failed to execute certain agreements with financial lenders; (v) Total failed to comply with applicable trade laws; or (vi) Total violated provisions of the SPA restricting how LNG purchased under the SPA may be used. Either party would have the right to terminate the SPA if: (i) a bankruptcy event (as defined in the SPA) occurred with respect to the other party; (ii) the other party failed to pay amounts due under the SPA in excess of US$30 million;
(iii) the other party's business practices caused it to violate certain applicable laws; or (iv) the conditions to the commencement of the 20-year term specified in the SPA were not satisfied or waived by June 30, 2015, or a later date if so agreed by Total and Sabine Liquefaction. Under the SPA, Sabine Liquefaction and Total will be responsible for their respective taxes, and each may assign the SPA as provided in the SPA. The descriptions of material terms of the SPA set forth above are not complete, are subject to further provisions (including exceptions, qualifications and alternatives), and are qualified in their entirety by reference to the full text of the SPA, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.