CONTRIBUTION AND CONVEYANCE AGREEMENT BY AND AMONG CHENIERE ENERGY PARTNERS, L.P. CHENIERE LNG HOLDINGS, LLC CHENIERE ENERGY PARTNERS GP, LLC CHENIERE ENERGY INVESTMENTS, LLC SABINE PASS LNG-GP, INC. AND SABINE PASS LNG-LP, LLC EFFECTIVE AS OF...Contribution and Conveyance Agreement • February 14th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of February , 2007, is entered into by and among CHENIERE ENERGY PARTNERS, L.P., a Delaware limited partnership (“MLP”), CHENIERE LNG HOLDINGS, LLC, a Delaware limited liability company (“Cheniere Holdings”), CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (“MLP GP”), CHENIERE ENERGY INVESTMENTS, LLC, a Delaware limited liability company (“Subsidiary LLC”), SABINE PASS LNG-GP, INC., a Delaware corporation (“LNG-GP”), and SABINE PASS LNG-LP, LLC, a Delaware limited liability company (“LNG-LP”). The parties to this agreement are collectively referred to herein as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS GP, LLC (a Delaware Limited Liability Company) February , 2007Limited Liability Company Agreement • February 14th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (the “Company”), dated as of February , 2007, is adopted, executed and agreed to by Cheniere LNG Holdings, LLC, a Delaware limited liability company (“Cheniere Holdings”), as the sole Member of the Company.
RESTRICTED UNITS AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanRestricted Units Agreement • February 14th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
UNITS OPTION AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanUnits Option Agreement • February 14th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
September 1, 2006Cheniere Energy Partners, L.P. • February 14th, 2007 • Natural gas distribution
Re: Management Services Agreement dated February 25, 2006 (“Management Agreement”), between Sabine Pass LNG – GP, Inc. (“Manager”) and Sabine Pass LNG, LP (“Project Company”)
SERVICES AND SECONDMENT AGREEMENTServices and Secondment Agreement • February 14th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This Services and Secondment Agreement (“Agreement”), dated as of , 2007 (the “Effective Date”), is entered into between CHENIERE LNG O&M SERVICES, L.P. (“O&M”), a Delaware limited partnership, and CHENIERE ENERGY PARTNERS GP, LLC (“MLP GP”), a Delaware limited liability company. O&M and MLP GP are hereinafter each referred to as a “Party” and collectively referred to as the “Parties.”
DIRECTOR UNITS OPTION AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanDirector Units Option Agreement • February 14th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
Except as otherwise defined herein, all capitalized terms shall have the meaning set out in the First Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P. dated as of the date hereof (as it may be amended or modified...Cheniere Energy Partners, L.P. • February 14th, 2007 • Natural gas distribution
