[Section 8.4] of the Existing Credit Agreement is hereby amended by # deleting “and” at the end of subclause (e), (ii) re-lettering subclause # as subclause (g) and (iii))] adding new subclause # as follows:

[Section 9.4(f)] of the Credit Agreement is hereby amended by deleting therein the words “[Reserved]” and inserting in lieu thereof the words “Liens granted by Cove Point on its bank accounts and reserve funds (and nonrecourse to the Borrower) in connection with any Indebtedness of Cove Point so long as the Borrower does not own, directly or indirectly, a majority of the common equity interests of Cove Point”.

[Section 9.5(b)(ii)] of the Credit Agreement is hereby amended by deleting therein the words “Cove Point incurred prior to completion of the Liquefaction Project in an aggregate principal amount not to exceed $100,000,000 at any time outstanding” and inserting in lieu thereof the words “Cove Point so long as such Indebtedness is nonrecourse to the Borrower and the Borrower does not own, directly or indirectly, a majority of the common equity interests of Cove Point”.

[Section 409A]. The RSUs are intended to comply with Section 409A of the Code or to be exempt therefrom. Notwithstanding anything herein to the contrary, this Award shall be interpreted, operated and administered in a manner consistent with this intention.

[Section 409A]. Notwithstanding any other provision of this Agreement to the contrary, the Parties agree that the payments hereunder shall be exempt from, or satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that will preclude the imposition of penalties described in Code Section 409A. Payments made pursuant to this Agreement are intended to satisfy the short-term deferral rule or separation pay exception within the meaning of Code Section 409A.

[Section 1.01] of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

[Section 6.16] of the Credit Agreement is hereby amended and restated as follows:

[Section 409A]. All Restricted Stock Units granted pursuant to this Agreement are intended either to be exempt from Section 409A of the Code, or, if subject to Section 409A of the Code, to be administered, operated and construed in compliance with Section 409A of the Code and any guidance issued thereunder. This Agreement and the Plan shall be administered in a manner consistent with this intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this section shall have no force and effect. Notwithstanding anything contained herein to the contrary, Restricted Stock Units (and related DERs) that # constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and # vest as a consequence of the Grantee’s termination of employment, shall not be delivered until the date that the Grantee incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Grantee is a “specified employee” within the meaning of Section 409A of the Code and any guidance issued thereunder, the date that is six months and one day following the date of such “separation from service” (or on the date of the Grantee’s death, if earlier)). In addition, each amount to be paid or benefit to be provided to the Grantee pursuant to this Agreement that constitutes deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.

Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

[Section 1.2] of the Plan is amended to add the following sentence to the end thereof: