Cheniere Energy Partners (CQP) 8-K Entry into a Material Definitive Agreement

Sabine Pass Liquefaction, LLC

Exhibit 10.1

December 23, 2019

Cheniere Marketing International LLP

Fifth Floor, Berkeley Square House, Berkeley Square

London WIJ 6BY, United Kingdom

Attn: Eric Bensaude, Managing Director

Re: Letter Agreement regarding the Base SPA (“Letter Agreement”)

Dear Sir or Madam:

The Parties have entered into that certain Amended and Restated LNG Sale and Purchase Agreement (FOB) dated August 5, 2014 between Sabine Pass Liquefaction, LLC and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) (as amended and assigned, the “SPA”). Capitalized terms used but not defined herein shall have the meanings given them in the SPA. This Letter Agreement sets forth the terms of certain sales and purchases of LNG under the SPA.

The Parties hereby agree that, notwithstanding Section 9.2 and subject to Section 14 of the SPA, the FPC (expressed in USD per MMBtu) applicable to up to forty-three (43) cargoes scheduled for delivery in Contract Year 2020 shall equal USD one decimal six seven per MMBtu (US$1.67/MMBtu).

Please indicate Buyer’s agreement with the terms of this Letter Agreement by executing a copy of this Letter Agreement where indicated below and returning it to Seller.

Sincerely,
Sabine Pass Liquefaction, LLC
By:	/s/ Michael J. Wortley
	Michael J. Wortley
	Chief Financial Officer

Accepted and Agreed:

Cheniere Marketing International LLP

acting by its managing member, Cheniere Marketing, LLC

By:	/s/ Anatol Feygin
	Anatol Feygin
	Executive Vice President and Chief Commercial Officer

700 Milam Street, Suite 1900, Houston, Texas 77002

+1 713-375-5000