SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. RBC Capital Markets, LLC By: /s/ Xxxxxxx Kiss Name: Xxxxxxx Kiss Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By The Company hereby submits to the ~~execution~~ non-exclusive jurisdiction of the Federal and ~~delivery~~ state courts in the Borough of ~~this Agreement, the Company,~~ Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the ~~Issuer~~ Company and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS~~JACUZZI BRANDS, ~~L.P.~~ INC. By ~~its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx ---------------------------- Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Senior Vice President ~~and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC~~ EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO By /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx ---------------------------- Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Senior Vice President/ Vice President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE FIRST BOSTON LLC, ~~LLC By:~~ as representative for the Initial Purchasers, By /s/ ~~Xxxxxxx Kiss~~ Xxxxx X. Xxxxxx Xx. -------------------------- Name: ~~Xxxxxxx Kiss~~ Xxxxx X. Xxxxxx Xx. Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1" ANNEX C PLAN OF DISTRIBUTION (1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the ~~back~~ inside front cover page of the Exchange Offer ~~prospectus~~prospectus below the Table of Contents. ☐ [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. ~~The undersigned hereby absolutely~~SCHEDULE I List of Guarantor Subsidiaries LEGAL NAME JURISDICTION ---------- ------------ Asteria Company CA Bathcraft, ~~unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement~~Inc. GA Xxxxxx Brothers Inc. XX Xxxxxxxx Manufacturing Corp. DE Carlsbad Corp. CA Compax Corp. NY Eljer Industries, ~~dated as of September 27~~Inc. DE Eljer Plumbingware, ~~2021 (the “Registration Rights Agreement”) by and among Cheniere~~ Inc. DE Environmental Energy ~~Partners~~Company CA Xxxx Concrete Products, ~~L.P.~~Inc. GA Gatsby Spas, ~~the Guarantors party thereto and RBC~~ Inc. FL HL Capital ~~Markets~~Corp. CA Jacuzzi Inc. DE Jacuzzi Whirlpool Bath, ~~LLC~~Inc. CA JUSI Holdings, ~~as Representative of the Initial Purchasers)~~Inc. DE KLI, to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.Inc. DE Krikles Canada U.S.A., Inc. DE Krikles Europe U.S.A., Inc. DE Krikles, Inc. DE Lokelani Development Corporation DE Luxor Industries, Inc. DE Maili Kai Land Development Corporation DE Mobilite, Inc. NY Xxxxxx Universal Holdings Inc. DE Outdoor Products, LLC DE PH Property Development Company DE PLC Realty Inc. TX Redmont, Inc. MS Rexair Holdings, Inc. DE Rexair, Inc. DE Sanitary Dash Manufacturing, Co. CT SH1 Inc.* DE Strategic Capital Management, Inc. DE Strategic Membership Company DE Streamwood Corporation DE Sundance Spas, Inc. CA

Appears in 1 contract

Samples: Registration Rights Agreement (Jacuzzi Brands Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ~~ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP~~CORPUS CHRISTI HOLDINGS, LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: President and Chief Financial Officer ~~SABINE PASS LNG-GP~~CORPUS CHRISTI LIQUEFACTION, LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE ~~PIPELINE GP INTERESTS~~CORPUS CHRISTI PIPELINE, ~~LLC~~ L.P. By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~President and~~ Chief Financial Officer ~~CHENIERE CREOLE TRAIL PIPELINE~~CORPUS CHRISTI PIPELINE GP, ~~L.P.~~ LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~President and~~ Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~XXXXXXX, ~~LLC~~ XXXXX & CO. By: /s/ ~~Xxxxxxx Kiss~~ Xxxxx Xxx Name: ~~Xxxxxxx Kiss~~ Xxxxx Xxx Title: ~~Managing Director~~ Vice President Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets~~Xxxxxxx, ~~LLC BBVA~~ Sachs & Co. BNP Paribas Securities ~~Inc. BofA Securities~~Corp. Xxxxxxx Lynch, ~~Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc.~~ Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC ~~DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC~~ HSBC Securities (USA) Inc. ~~ICBC Standard Bank Plc Intesa Sanpaolo S.p.A.~~ ING Financial Markets LLC X.X. Xxxxxx Securities LLC ~~Loop Capital Markets LLC~~ Lloyds Securities Inc. Mizuho Securities USA ~~LLC~~ Inc. Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. ~~nabSecurities~~RBC Capital Markets, LLC ~~Natixis Securities Americas LLC Santander Investment Securities Inc.~~ Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Credit Agricole Securities (USA) Inc. ABN AMRO Securities (USA) LLC CIT Capital Securities LLC Loop Capital Markets LLC Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, they will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. ~~Name: Address:~~ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~December 9, ~~2021~~ 2016 (the “Registration Rights Agreement”) by and among Cheniere ~~Energy Partners~~Corpus Christi Holdings, ~~L.P.~~LLC, the Guarantors party thereto and ~~RBC Capital Markets~~Xxxxxxx, ~~LLC~~Xxxxx & Co., as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial ~~Purchasers, the Issuer~~ Purchasers and the ~~Guarantors~~ Company in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx~~ XXXXXX INTERNATIONAL INC. By: /s/Xxxxx X. Xxxxxxx Name: ~~Xxxx~~ Xxxxx X. Xxxxxxx Title: ~~Senior~~ Executive Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~BOFA SECURITIES, INC. By: Name: Xxxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: __/s/ Ritu Ketkar__________________________ Name: Xxxx Xxxxxx Title: Managing Director By: Name: Xxxxx Xxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: ____/s/ ~~Xxxxxxx Kiss~~ Som Bhattacharyya_____________________ Name: ~~Xxxxxxx Kiss~~ Som Xxxxxxxxxxxxx Title: ~~Managing~~ Executive Director Acting on behalf of ~~itself~~ themselves and as ~~representative~~ representatives of the Initial Purchasers ~~RBC Capital Markets, LLC BBVA Securities Inc.~~ BofA Securities, Inc. ~~CIBC World Markets Corp.~~ Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Citigroup Global Markets ~~Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA)~~ Inc. Credit Suisse Securities (USA) LLC ~~DBS Bank Ltd.~~ Xxxxxxx ~~Xxxxx~~ Sachs & Co. ~~LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA~~ LLC Xxxxxx Xxxxxxx & Co. LLC ~~MUFG Securities Americas~~ Barclays Capital Inc. ~~nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America~~U.S. Bancorp Investments, Inc. ~~SG Americas Securities, LLC Standard Chartered Bank~~ Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any ~~broker-~~broker- dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange ~~Offer~~ Offer, the ~~Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.of

Appears in 1 contract

Samples: Registration Rights Agreement (Baxter International Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ~~ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP~~CORPUS CHRISTI HOLDINGS, LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: President and Chief Financial Officer ~~SABINE PASS LNG-GP~~CORPUS CHRISTI LIQUEFACTION, LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE ~~PIPELINE GP INTERESTS~~CORPUS CHRISTI PIPELINE, ~~LLC~~ L.P. By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~President and~~ Chief Financial Officer ~~CHENIERE CREOLE TRAIL PIPELINE~~CORPUS CHRISTI PIPELINE GP, ~~L.P.~~ LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~President and~~ Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. RBC ~~Capital Markets~~CAPITAL MARKETS, LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxxx Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC ~~BBVA~~ BNP Paribas Securities ~~Inc. BofA Securities~~Corp. Xxxxxxx Lynch, ~~Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc.~~ Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC ~~DBS~~ Commonwealth Bank ~~Ltd.~~ of Australia Xxxxxxx ~~Xxxxx~~ Sachs & Co. LLC HSBC Securities (USA) Inc. ~~ICBC Standard Bank Plc Intesa Sanpaolo S.p.A.~~ ING Financial Markets LLC X.X. Xxxxxx Securities LLC ~~Loop Capital Markets LLC~~ Lloyds Securities Inc. Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. ~~nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc.~~ Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. ~~SG Americas Securities, LLC~~ Standard Chartered Bank BBVA Securities Inc. Credit Agricole Securities (USA) Inc. ABN AMRO Securities (USA) LLC CIT Capital Securities LLC Loop Capital Markets LLC Xxxxxxx Xxxxx ~~Fargo Securities~~& Associates, ~~LLC~~ Inc. Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange ~~Offer~~ Offer, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~May 19, ~~2021~~ 2017 (the “Registration Rights Agreement”) by and among Cheniere ~~Energy Partners~~Corpus Christi Holdings, ~~L.P.~~LLC, the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Corpus Christi Holdings, LLC)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company,~~ Issuer and the Guarantors submit to the nonexclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that the ~~Company~~ Issuer or any of the Guarantors may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS~~INTERLINE BRANDS, ~~L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ INC. by /s/ ~~Xxxx Xxxxx~~ William Sanford -------------------------------------- Name: ~~Xxxx Xxxxx~~ William Sanford Title: ~~Senior Vice President and~~ Executxxx Xxxx Xxxxxxent, Chief Financial Officer ~~CHENIERE ENERGY INVESTMENTS~~and Secretary WILMAR HOLDINGS, ~~LLC~~ INC. WILMAR FINANCIAL, INC. by /s/ ~~Xxxx Xxxxx~~ William Sanford -------------------------------------- Name: ~~Xxxx Xxxxx~~ William Sanford Title: ~~President and Chief Financial Officer SABINE PASS LNG-GP,~~ Presidxxx GLENWOOD ACQUISITION LLC by /s/ ~~Xxxx Xxxxx~~ William Sanford -------------------------------------- Name: ~~Xxxx Xxxxx~~ William Sanford Title: ~~Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx~~ Presidxxx xxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES, INC. FLEET SECURITIES, INC. WACHOVIA SECURITIEX XXX. XXX CAPITAL MARKETS, INC. by: CREDIT SUISSE FIRST BOSTON LLC ~~By:~~ by /s/ ~~Xxxxxxx Kiss~~ Max C. Justice ------------------------------- Name: Max X. Xxxxxxx ~~Kiss~~ Title: ~~Managing~~ Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange ~~Offer~~Offer (as defined in the Registration Rights Agreement), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a ~~prospectus.(1)~~ prospectus.1 The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the ~~Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act~~. (1)~~ . ------------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the ~~back~~ inside front cover page of the Exchange Offer ~~prospectus~~prospectus below the Table of Contents. ☐ [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: --------------------------------------------- Address: --------------------------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. EXHIBIT A INTERLINE BRANDS, INC. FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE (DATE OF MAILING) URGENT-IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the 11 1/2% Senior Subordinated Notes due 2011 (the "Securities") of Interline Brands, InC. (the "Company") are held. The Company is in the process of registering the Securities under the Securities Act of 1933, as amended, for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Selling Securityholder Notice and Questionnaire. IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by o. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact o. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned ~~hereby absolutely~~holder (the "selling securityholder") of 11 1/2% Senior Subordinated Notes Due 2011 (the "registrable securities") of Interline Brands, ~~unconditionally~~ Inc. (the "Company"), understands that the Company and ~~irrevocably agrees~~ certain of its subsidiaries have filed or intend to file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form for the registration of the resale under Rule 415 of the Securities Act of 1933, as ~~a Guarantor~~ amended (the "Securities Act"), in accordance with the terms of the Registration Rights Agreement dated as ~~defined in~~ of the issue date of the registrable securities, among the Company, the guarantors listed on the signature page thereto and the initial purchasers party thereto (the "Registration Rights Agreement"). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth above. Each beneficial owner of registrable securities is entitled to the benefits of the Registration Rights Agreement~~, dated as~~ . In order to sell or otherwise dispose of ~~September 27, 2021~~ any registrable securities pursuant to the shelf registration statement (~~the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers~~or any additional registration statement related thereto), a beneficial owner of registrable securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of registrable securities and be bound by ~~the terms and~~ those provisions of ~~such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in~~ the Registration Rights ~~Agreement~~Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the shelf registration statement so that such beneficial owners may be named as selling securityholders in the related prospectus at the time of effectiveness. Any beneficial owner of registrable securities wishing to include its registrable securities must deliver to the Company a properly completed and signed copy of this Notice and Questionnaire. The Company has agreed to pay additional interest pursuant to the Registration Rights Agreement under certain circumstances as set forth therein. Certain legal consequences arise from being named as a selling securityholder in the shelf registration statement (or any additional registration statement related thereto) and the related prospectus. Accordingly, holders and beneficial owners of registrable securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the shelf registration statement (or any additional registration statement related thereto) and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Wilmar Holdings Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By The Issuers hereby submit to the ~~execution~~ non-exclusive jurisdiction of the Federal and ~~delivery~~ state courts in the Borough of ~~this Agreement,~~ Manhattan in the ~~Company,~~ City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that ~~the Company~~ any Issuer may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the ~~several Initial Purchasers, the Issuer and the Guarantors~~ parties in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ PIH ACQUISITION CO. By: /s/ Xxxxxx X. Xxxx ~~Xxxxx~~ Name: Xxxxxx X. Xxxx ~~Xxxxx~~ Title: ~~Senior Vice~~ President ~~and Chief Financial Officer CHENIERE ENERGY INVESTMENTS~~PANOLAM INDUSTRIES INTERNATIONAL, ~~LLC~~ INC. by /s/ ~~Xxxx Xxxxx~~ Xxxxxx X. Xxxxxx, Xx. Name: ~~Xxxx Xxxxx~~ Xxxxxx X. Xxxxxx, Xx. Title: President and Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG-GP~~PANOLAM INDUSTRIES, ~~LLC~~ INC. by /s/ ~~Xxxx Xxxxx~~ Xxxxxx X. Xxxxxx, Xx. Name: ~~Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG~~Xxxxxx X. Xxxxxx, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Xx. Title: President and Chief ~~Financial~~ Executive Officer ~~CHENIERE CREOLE TRAIL PIPELINE~~PIONEER PLASTICS CORPORATION by /s/ Xxxxxx X. Xxxxxx, ~~L.P. /s/ Xxxx Xxxxx~~ Xx. Name: ~~Xxxx Xxxxx~~ Xxxxxx X. Xxxxxx, Xx. Title: President and Chief ~~Financial~~ Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxx Xxxxxxxx Name: ~~Xxxxxxx Kiss~~ Xxx Xxxxxxxx Title: Managing Director ~~Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities~~By: /s/ X. Xxxxx Xxxxxxx Name: X. Xxxxx Xxxxxxx Title: Executive Vice President Panolam Industries, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Pioneer Plastics Corporation Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors~~ Issuers have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors~~ Issuers have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors~~ Issuers have agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Panolam Industries International Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, each of the ~~Company,~~ Best Buy Companies (i) submits to the nonexclusive jurisdiction of any federal or state court in the State of New York in any suit or proceeding arising out of or relating to this ~~Agreement~~ Agreement, and (ii) agrees that ~~may~~ service of process upon the Company shall be ~~instituted~~ deemed in ~~any federal or state court in the State~~ every respect effective service of ~~New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court~~ process upon it in any such suit or proceeding. To the extent that any of the ~~Company~~ Best Buy Companies may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it such Best Buy Company hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Best Buy Companies a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several ~~Initial Purchasers, the Issuer~~ Purchasers and the ~~Guarantors~~ Best Buy Companies in accordance with its terms. ~~Very truly yours~~BEST BUY CO., ~~CHENIERE ENERGY PARTNERS~~INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer and Chief Financial Officer BBC INSURANCE AGENCY, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer and Chief Financial Officer BBC INVESTMENT CO. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance and Treasurer BBC PROPERTY CO. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance and Treasurer BEST BUY STORES, L.P. ~~By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxxxx Title: Senior Vice President BEST BUY PURCHASING LLC By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President XXXXXXX.XXX, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer BEST BUY CONCEPTS, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer MAGNOLIA HI-FI, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President and ~~Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC~~ Secretary MUSICLAND STORES CORPORATION By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Senior Vice President ~~and Chief Financial Officer SABINE PASS LNG-GP~~THE MUSICLAND GROUP, ~~LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~Chief Financial Officer SABINE PASS LNG~~Senior Vice President MEDIA PLAY, ~~L.P. By its general partner, SABINE PASS LNG-GP, LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~Chief Financial Officer SABINE PASS TUG~~ Senior Vice President MG FINANCING SERVICES, ~~LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~Chief Financial Officer CHENIERE PIPELINE GP INTERESTS~~Senior Vice President MLG INTERNET, ~~LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Senior Vice President ~~and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE~~MUSICLAND RETAIL, ~~L.P.~~ INC. By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Senior Vice President ~~and Chief Financial Officer~~ ON CUE, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President REQUEST MEDIA, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President SUNCOAST GROUP, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President SUNCOAST MOTION PICTURE COMPANY, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President SUNCOAST RETAIL, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President TMG CARIBBEAN, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President TMG-VIRGIN ISLANDS, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President REDLINE ENTERTAINMENT, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX LYNCH, ~~LLC~~ PIERCE, XXXXXX & XXXXX INCORPORATED By: CREDIT SUISSE FIRST BOSTON CORPORATION, for the Purchasers By: /s/ ~~Xxxxxxx Kiss~~ XXXXX X. XXXXX Name: ~~Xxxxxxx Kiss~~ Xxxxx X. Xxxxx Title: ~~Managing~~ Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees (as a ~~Guarantor (as defined~~ "Guarantor") to use its reasonable efforts to include its Guarantee in any Registration Statement required to be filed by the Company and the Guarantors pursuant to the Registration Rights Agreement, dated as of ~~September~~ June 27, ~~2021~~ 2001 (the “"Registration Rights Agreement”") by and among ~~Cheniere Energy Partners~~Best Buy Co., ~~L.P.~~Inc, a Minnesota corporation, the ~~Guarantors party thereto~~ guarantors named therein and ~~RBC Capital Markets~~Credit Suisse First Boston Corporation and Xxxxxxx Lynch, ~~LLC~~Pierce, Xxxxxx & Xxxxx Incorporated; to use its reasonable efforts to cause such Registration Statement to become effective as ~~Representative of~~ specified in the ~~Initial Purchasers),~~ Registration Rights Agreement; and to otherwise be bound by the terms and provisions of ~~such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in~~ the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Best Buy Co Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company,~~ Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York in any suit or of proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court ~~in the State of New York~~ or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the LLC Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the ~~Issuer~~ Issuers and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP~~WIMAR OPCO, LLC By: /s/ ~~Xxxx Xxxxx~~ Wxxxxxx X. Xxxx, III Name: ~~Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS~~Wxxxxxx X. Xxxx, ~~LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx~~ III Title: President and Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG-GP~~WIMAR OPCO FINANCE CORP. By: /s/ Wxxxxxx X. Xxxx, ~~LLC /s/ Xxxx Xxxxx~~ III Name: ~~Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG~~Wxxxxxx X. Xxxx, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx III Title: President and Chief ~~Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial~~ Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ Credit Suisse Securities (USA) LLC ~~By:~~ By /s/ ~~Xxxxxxx Kiss~~ Dxxxx Xxxxxx Name: ~~Xxxxxxx Kiss~~ Dxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and as ~~representative~~ the Representative of the ~~Initial~~ several Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (St Louis Riverboat Entertainment Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Senior~~ Vice President and ~~Chief Financial Officer~~ Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS LNG, L.P. By its ~~general partner~~General Partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer [Signature Page to Registration Rights Agreement] SABINE PASS LNG-LP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer [Signature Page to Registration Rights Agreement] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxxxxxx ~~Kiss~~ Name: Xxx Xxxxxxx ~~Kiss~~ Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc.~~ [Signature Page to Registration Rights Agreement] SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) LLC ~~DBS Bank Ltd.~~ MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC SG Americas Securities, LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx ~~Xxxxx~~ & Co. LLC HSBC Securities (USA) Inc. ~~ICBC Standard~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Commonwealth Bank ~~Plc Intesa Sanpaolo S.p.A.~~ of Australia CIBC World Markets Corp. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1ANNEX C PLAN OF DISTRIBUTION (1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ANNEX D ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.ANNEX E

Appears in 1 contract

Samples: Registration Rights Agreement

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this ~~Agreement that may be instituted in~~ Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the State of New York or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial ~~Purchasers~~Purchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~Senior Vice President and~~ Chief ~~Financial~~ Executive Officer ~~CHENIERE ENERGY INVESTMENTS, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~President and~~ Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG-GP, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: Chief ~~Financial~~ Executive Officer ~~SABINE PASS TUG SERVICES, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: Chief ~~Financial~~ Executive Officer ~~CHENIERE PIPELINE GP INTERESTS~~H&E EQUIPMENT SERVICES (MID-ATLANTIC), ~~LLC~~ INC. By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~President and~~ Chief ~~Financial~~ Executive Officer ~~CHENIERE CREOLE TRAIL PIPELINE, L.P.~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~President and~~ Chief ~~Financial~~ Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets, LLC~~ By: /s/ ~~Xxxxxxx Kiss~~ Xxxxx Xxxxxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxxx Xxxxxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC By: Name: Title: Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 2017, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the Registered Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (H&E Equipment Services, Inc.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ X.X. Xxxxxx Securities LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxx Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxx Xxxxxx Title: ~~Managing Director~~ Vice President Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets,~~ X.X. Xxxxxx Securities LLC ABN AMRO Securities (USA) LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global ~~Markets~~ Markets, Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ~~ICBC Standard Bank Plc~~ ING Financial Markets LLC Intesa Sanpaolo S.p.A. ~~ING Financial Markets LLC X.X. Xxxxxx Securities LLC~~ Loop Capital Markets LLC Mizuho Securities USA ~~LLC Xxxxxx Xxxxxxx & Co.~~ LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. ~~SG Americas Securities, LLC~~ Standard Chartered Bank Xxxxx Fargo Securities, LLC Xxxxxx Xxxxxxx & Co. LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~March 11, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and ~~RBC Capital Markets,~~ X.X. Xxxxxx Securities LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the ~~execution~~ parties hereto hereby submits to the non-exclusive jurisdiction of the Federal and ~~delivery~~ state courts in the Borough of ~~this Agreement, the Company,~~ Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that ~~the Company~~ any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial ~~Purchasers,~~ Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS~~TARGA RESOURCES, ~~L.P.~~ INC. By ~~its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Title: ~~Senior~~ Executive Vice ~~President and~~ President, Chief Financial Officer ~~CHENIERE ENERGY INVESTMENTS, LLC~~ and Treasurer TARGA RESOURCES FINANCE CORPORATION By /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Title: ~~President and~~ Executive Vice President, Chief Financial Officer ~~SABINE PASS LNG-GP~~and Treasurer TARGA TEXAS FIELD SERVICES LP By TARGA RESOURCES TEXAS GP LLC, ~~LLC~~ its general partner /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer ~~SABINE PASS LNG~~and Treasurer TARGA RESOURCES HOLDINGS LP By TARGA RESOURCES HOLDINGS GP, ~~L.P. By~~ its general ~~partner, SABINE PASS LNG-GP, LLC~~ partner /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer ~~SABINE PASS TUG SERVICES,~~ and Treasurer TARGA LOUISIANA FIELD SERVICES LLC TARGA LOUISIANA INTRASTATE LLC TARGA RESOURCES LLC TARGA RESOURCES II LLC TARGA RESOURCES HOLDINGS GP LLC TARGA RESOURCES TEXAS GP LLC TARGA MIDSTREAM GP LLC By /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer ~~CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President~~ and ~~Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer~~ Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~Acting on behalf of themselves and as the Representatives of the several Purchasers. BY CREDIT SUISSE FIRST BOSTON LLC, ~~LLC By:~~ By /s/ ~~Xxxxxxx Kiss~~ Ed York Name: ~~Xxxxxxx Kiss~~ Ed York Title: Managing Director ~~Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets~~BY XXXXXXX LYNCH, ~~LLC BBVA Securities Inc. BofA Securities~~PIERCE, ~~Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx~~ XXXXXX & XXXXX INCORPORATED, By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director BY XXXXXXX, SACHS & CO., By /s/ Xxxxxxx, Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200[•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Targa Versado LP)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the ~~execution~~ parties hereto hereby submits to the non-exclusive jurisdiction of the Federal and ~~delivery~~ state courts in the Borough of ~~this Agreement, the Company,~~ Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that ~~the Company~~ any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the ~~Issuer~~ Company and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P.~~ TD FUNDING CORPORATION By ~~its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ /s/ ~~Xxxx Xxxxx~~ W. Xxxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ W. Xxxxxxxx Xxxxxx Title: ~~Senior~~ Vice President and ~~Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC~~ Secretary TD ACQUISITION CORPORATION By /s/ ~~Xxxx Xxxxx~~ W. Xxxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ W. Xxxxxxxx Xxxxxx Title: Vice President and Secretary ZMP, INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer XXXXX RITE AEROSPACE, INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer CHRISTIE ELECTRIC CORP. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer MARATHON POWER TECHNOLOGIES COMPANY By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer CHAMPION AEROSPACE, INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Company Merger it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned. TRANSDIGM INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: President and Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG-GP~~The undersigned hereby acknowledges and agrees that, ~~LLC~~ upon the effectiveness of the Holding Merger (as defined in the Purchase Agreement), it will succeed by operation of law to all of the rights and obligations of TD Acquisition set forth herein and that all references herein to “Guarantors” shall thereupon be deemed to include the undersigned. TRANSDIGM HOLDING COMPANY By /s/ ~~Xxxx Xxxxx~~ W. Xxxxxxxx Xxxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx W. Xxxxxxxx Xxxxxx Title: President and Chief ~~Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial~~ Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE FIRST BOSTON LLC, ~~LLC By:~~ as representative for the Initial Purchasers By /s/ ~~Xxxxxxx Kiss~~ Xxxxxx X. Xxxxx Name: ~~Xxxxxxx Kiss~~ Xxxxxx X. Xxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the ~~back~~ inside front cover page of the Exchange Offer ~~prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If~~ prospectus below the ~~undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution~~ Table of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights AgreementContents.

Appears in 1 contract

Samples: Registration Rights Agreement (Marathon Power Technologies Co)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company,~~ Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York in any such suit or proceeding arising out of or relating to this Agreement that may be instituted in any ~~federal or state~~ such court ~~in the State of New York~~ or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the ~~Issuer~~ Issuer, and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS~~BRAND SERVICES, ~~L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx Xxxxx~~ INC. by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx~~ BRAND ACQUISITION CORP. by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~President and Chief Financial Officer SABINE PASS LNG-GP~~BRAND SCAFFOLD SERVICES, ~~LLC /s/ Xxxx Xxxxx~~ INC., by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~Chief Financial Officer SABINE PASS LNG~~BRAND SCAFFOLD RENTAL & ERECTION, ~~L.P. By its general partner~~INC., ~~SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx~~ by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~Chief Financial Officer SABINE PASS TUG~~ BRAND SCAFFOLD BUILDERS, INC., by -------------------------------- Name: Title: SCAFFOLD-JAX, INC., by -------------------------------- Name: Title: BRAND SCAFFOLD ERECTORS, INC., by -------------------------------- Name: Title: SCAFFOLD BUILDING SERVICES, ~~LLC /s/ Xxxx Xxxxx~~ INC., by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~Chief Financial Officer CHENIERE PIPELINE GP INTERESTS~~BRAND SPECIAL EVENTS, ~~LLC /s/ Xxxx Xxxxx~~ INC., by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE~~MIKE BROWN GRANDSTANDS, ~~L.P. /s/ Xxxx Xxxxx~~ INC., by -------------------------------- Name: ~~Xxxx Xxxxx~~ Title: ~~President and Chief Financial Officer~~ KWIKRIG, INC., by -------------------------------- Name: Title: BRAND STAFFING SERVICES, INC., by -------------------------------- Name: Title: SKYVIEW STAFFING, INC., by -------------------------------- Name: Title: HIGHTOWER STAFFING, INC., by -------------------------------- Name: Title: BRANDCRAFT LABOR, INC., by -------------------------------- Name: Title: SKYVIEW SAFETY SERVICES, INC., by -------------------------------- Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets, LLC~~ CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. By: ~~/s/ Xxxxxxx Kiss~~ CREDIT SUISSE FIRST BOSTON CORPORATIXX xx ----------------------------------- Name: ~~Xxxxxxx Kiss~~ Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC By: J.P. MORGAN SECURITIES INC. by ----------------------------------- Xxxx: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange ~~Offer~~Offer (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement."

Appears in 1 contract

Samples: Registration Rights Agreement (Brand Services)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial ~~Purchasers,~~ Purchasers and the Issuer ~~and the Guarantors~~ in accordance with its terms. Very truly yours, CHENIERE ~~ENERGY PARTNERS~~ENERGY, ~~L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ INC. /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: Senior Vice ~~President~~ President, Finance and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer Treasury The foregoing Registration Rights Agreement is ~~hereby~~ xxxxxx confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ XXXXXXX XXXXX & CO. LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxx X. Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxx X. Xxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets~~X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Acting on behalf of itself and as representative of the Initial Purchasers BBVA SECURITIES INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers MIZUHO SECURITIES USA LLC By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director & Head of U.S. Debt Origination Acting on behalf of itself and as representative of the Initial Purchasers TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Authorized Signatory Acting on behalf of itself and as representative of the Initial Purchasers Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC BBVA Securities Inc. Mizuho Securities USA LLC Scotia Capital (USA) Inc. Truist Securities, Inc. BofA Securities, Inc. CaixaBank S.A. CIBC World Markets Corp. Citigroup Global Markets Inc. ~~Commonwealth Bank of Australia~~ Credit Agricole Securities (USA) Inc. ~~Credit Suisse Securities (USA) LLC~~ DBS Bank Ltd. ~~Xxxxxxx Xxxxx & Co.~~ First Citizens Capital Securities, LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc ~~Intesa Sanpaolo S.p.A.~~ ING Financial Markets LLC ~~X.X. Xxxxxx~~ Intesa Sanpaolo IMI Securities ~~LLC~~ Corp. Loop Capital Markets ~~LLC Mizuho Securities USA~~ LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. ~~nabSecurities, LLC~~ Natixis Securities Americas LLC Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets, LLC X. Xxxxxxx & Co., LLC Santander ~~Investment Securities Inc. Scotia~~ US Capital ~~(USA) Inc.~~ Markets LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc. ~~SG Americas Securities, LLC~~ Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the ~~Guarantors~~ Guarantors, if any, have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the ~~Guarantors~~ Guarantors, if any, have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the ~~Guarantors~~ Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the ~~Guarantors~~ Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the ~~Guarantors~~ Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~March 19, ~~2021~~ 2024 (the “Registration Rights Agreement”) by and among Cheniere ~~Energy Partners~~Energy, ~~L.P.~~Inc., the Guarantors party thereto and ~~RBC Capital Markets,~~ Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., as ~~Representative~~ Representatives of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy, Inc.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company,~~ Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the ~~several Initial Purchasers, the Issuer~~ Dealer Managers and the ~~Guarantors~~ Company in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ AMERICAN EXPRESS COMPANY By: /s/ ~~Xxxx Xxxxx~~ XXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: ~~/s/ Xxxxxxx Kiss~~ /s/XXXXXX XXXXXXXX Name: ~~Xxxxxxx Kiss~~ Xxxxxx Xxxxxxxx Title: ~~Managing~~ Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ~~, 20~~ [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Express Co)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this ~~Agreement that may be instituted in~~ Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the State of New York or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial ~~Purchasers~~Purchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxx Title: Chief Financial Officer ~~SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC~~ By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Chief Financial Officer ~~SABINE PASS TUG SERVICES, LLC~~ By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Chief Financial Officer ~~CHENIERE PIPELINE GP INTERESTS, LLC~~ By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~President and~~ Chief Financial Officer ~~CHENIERE CREOLE TRAIL PIPELINE, L.P.~~ By: /s/ ~~Xxxx Xxxxx~~ XXXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~President and~~ Chief Financial Officer By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets, LLC~~ By: /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Director By: /s/ ~~Xxxxxxx Kiss~~ XXXXXXXXXXX XXXX Name: ~~Xxxxxxx Kiss~~ Xxxxxxxxxxx Xxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the Registered Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (H&E Equipment Services, Inc.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company, in any suit or proceeding arising out~~ Company submits to the nonexclusive jurisdiction of ~~or relating to this Agreement that may be instituted in~~ any federal or state court in the State of New York in any suit or proceeding brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial ~~Purchasers, the Issuer~~ Purchasers and the ~~Guarantors~~ Company, in accordance with its terms. Very truly yours, ~~CHENIERE~~ PEOPLES ENERGY ~~PARTNERS, L.P.~~ CORPORATION By ~~its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx Xxxxx~~ /S/ XXXXX X. XXXXXXXX --------------------------------------------------- Name: ~~Xxxx Xxxxx~~ XXXXX X. XXXXXXXX -------------------------------------------- Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHIEF FINANCIAL OFFICER AND CONTROLLER -------------------------------------- The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC, ~~LLC~~ ABN AMRO INCORPORATED, BANC ONE CAPITAL MARKETS, INC., CREDIT LYONNAIS SECURITIES (USA) INC., LOOP CAPITAL MARKETS, C/O CREDIT SUISSE FIRST BOSTON CORPORATION By: ~~/s/ Xxxxxxx Kiss Name: Xxxxxxx Kiss Title: Managing Director Acting on behalf of itself and as representative of~~ CREDIT SUISSE FIRST BOSTON CORPORATION As authorized agent for the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC By /S/ XXX X. XXXXXXXXXX --------------------------------------------------- Name: XXX X. XXXXXXXXXX ------------------------------------------- Title: DIRECTOR ------------------------------------------ ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement."

Appears in 1 contract

Samples: Registration Rights Agreement (Peoples Energy Corp)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Senior~~ Vice President and ~~Chief Financial Officer~~ Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS LNG, L.P. By its ~~general partner~~General Partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS LNG-LP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxxxxxx ~~Kiss~~ Name: Xxx Xxxxxxx ~~Kiss~~ Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc.~~ Credit Suisse Securities (USA) LLC ~~DBS Bank Ltd.~~ MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC SG Americas Securities, LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx ~~Xxxxx~~ & Co. LLC HSBC Securities (USA) Inc. ~~ICBC Standard~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Commonwealth Bank ~~Plc Intesa Sanpaolo S.p.A.~~ of Australia CIBC World Markets Corp. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 2718, ~~2021~~ 2017 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and ~~RBC Capital Markets,~~ Credit Suisse Securities (USA) LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Senior~~ Vice ~~President~~ President, Finance and ~~Chief Financial Officer~~ Treasury CHENIERE ENERGY INVESTMENTS, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~President~~ Vice President, Finance and ~~Chief Financial Officer~~ Treasury SABINE PASS LNG-GP, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Chief Financial Officer~~ Vice President, Finance and Treasury SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Chief Financial Officer~~ Vice President, Finance and Treasury SABINE PASS TUG SERVICES, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Chief Financial Officer~~ Vice President, Finance and Treasury CHENIERE PIPELINE GP INTERESTS, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~President~~ Vice President, Finance and ~~Chief Financial Officer~~ Treasury CHENIERE CREOLE TRAIL PIPELINE, L.P. By its general partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~President~~ Vice President, Finance and ~~Chief Financial Officer~~ Treasury The foregoing Registration Rights Agreement is ~~hereby~~ xxxxxx confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ XXXXXX XXXXXXX & CO. LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxxxx Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxxxx Xxxxxx Title: ~~Managing~~ Executive Director Acting on behalf of itself and as representative of the Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC BBVA Securities Inc. BofA Securities, Inc. ~~CIBC World Markets Corp.~~ Citigroup Global Markets Inc. ~~Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC~~ DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc ING Financial Markets LLC Intesa Sanpaolo S.p.A. ~~ING Financial Markets LLC X.X.~~ J.P. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC ~~Xxxxxx Xxxxxxx & Co. LLC~~ MUFG Securities Americas Inc. ~~nabSecurities,~~ Santander US Capital Markets LLC ~~Natixis Securities Americas LLC Santander Investment Securities Inc.~~ Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank ~~Xxxxx Fargo Securities, LLC~~ Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~June 21, ~~2021~~ 2023 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and ~~RBC Capital Markets,~~ Xxxxxx Xxxxxxx & Co. LLC, as ~~Representative~~ representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company,~~ Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted in any federal~~ or ~~state court in~~ the ~~State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the ~~Issuer~~ Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the ~~several Initial Purchasers, the Issuer~~ Dealer Managers and the ~~Guarantors~~ Company in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ AMERICAN EXPRESS COMPANY By: /s/ ~~Xxxx Xxxxx~~ XXXXX X. XXXXX Name: ~~Xxxx~~ Xxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: ~~/s/ Xxxxxxx Kiss~~ /s/XXXXXX XXXXXXXX Name: ~~Xxxxxxx Kiss~~ Xxxxxx Xxxxxxxx Title: ~~Managing~~ Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ~~, 20~~ [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the ~~Registered~~ Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Express Co)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this ~~Agreement that may be instituted in~~ Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the State of New York or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ By: /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxx Title: Chief Financial Officer ~~SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC~~ By: /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Chief Financial Officer ~~SABINE PASS TUG SERVICES, LLC~~ By: /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: Chief Financial Officer ~~CHENIERE PIPELINE GP INTERESTS, LLC~~ By: /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~President and~~ Chief Financial Officer ~~CHENIERE CREOLE TRAIL PIPELINE, L.P.~~ By: /s/ ~~Xxxx~~ Xxxxxx X. Xxxxx Name: ~~Xxxx~~ Xxxxxx X. Xxxxx Title: ~~President and~~ Chief Financial Officer By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ by: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxxxxxx X. Xxxx Name: ~~Xxxxxxx Kiss~~ Xxxxxxxx X. Xxxx Title: Director by: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX By: /s/ X. X. Xxxxxx, Xx. Name: X. X. Xxxxxx, Xx. Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until February 16, 20 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the Registered Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (H&E Equipment Services, Inc.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Senior~~ Vice President and ~~Chief Financial Officer~~ Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ X.X. XXXXXX SECURITIES LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxxxxxxx Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxxxxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets,~~ X.X. Xxxxxx Securities LLC ~~BBVA~~ MUFG Securities Americas Inc. ~~BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse~~ ABN AMRO Securities (USA) LLC ~~DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets~~ SG Americas Securities, LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC ~~MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc.~~ SMBC Nikko Securities America, Inc. ~~SG Americas Securities~~Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, ~~LLC Standard Chartered~~ Pierce, Xxxxxx & Xxxxx Incorporated Commonwealth Bank ~~Xxxxx Fargo Securities,~~ of Australia CIBC World Markets Corp. ING Financial Markets LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 2711, ~~2021~~ 2018 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and ~~RBC Capital Markets,~~ X.X. Xxxxxx Securities LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several ~~Initial~~ Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: Senior Vice ~~President~~ President, Finance and ~~Chief Financial Officer~~ Treasury CHENIERE ENERGY INVESTMENTS, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~President~~ Senior Vice President, Finance and ~~Chief Financial Officer~~ Treasury SABINE PASS LNG-GP, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Chief Financial Officer~~ Senior Vice President, Finance and Treasury SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Chief Financial Officer~~ Senior Vice President, Finance and Treasury SABINE PASS TUG SERVICES, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~Chief Financial Officer~~ Senior Vice President, Finance and Treasury CHENIERE PIPELINE GP INTERESTS, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~President~~ Senior Vice President, Finance and ~~Chief Financial Officer~~ Treasury CHENIERE CREOLE TRAIL PIPELINE, L.P. By its general partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx Xxxxxx Title: ~~President~~ Senior Vice President, Finance and ~~Chief Financial Officer~~ Treasury The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets~~BOFA SECURITIES, ~~LLC By:~~ INC. for itself and as Representative of the several Purchasers /s/ ~~Xxxxxxx Kiss~~ Xxxxx Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxxx Xxxxxx Title: Managing Director ~~Acting on behalf of~~ CITIGROUP GLOBAL MARKETS INC. for itself and as ~~representative~~ Representative of the ~~Initial~~ several Purchasers ~~RBC~~ /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ING FINANCIAL MARKETS LLC for itself and as Representative of the several Purchasers /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director ING FINANCIAL MARKETS LLC for itself and as Representative of the several Purchasers /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. for itself and as Representative of the several Purchasers /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director SMBC NIKKO SECURITIES AMERICA, INC. for itself and as Representative of the several Purchasers /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director STANDARD CHARTERED BANK for itself and as Representative of the several Purchasers /s/ Xxxxxxx Xxxxxx-Xxxx Name: Xxxxxxx Xxxxxx-Xxxx Title: Managing Director, Debt Capital ~~Markets, LLC BBVA Securities Inc.~~ Markets BofA Securities, Inc. Citigroup Global Markets Inc. ING Financial Markets LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank BBVA Securities Inc. CIBC World Markets Corp. ~~Citigroup Global Markets Inc. Commonwealth Bank of Australia~~ Credit Agricole Securities (USA) Inc. ~~Credit Suisse Securities (USA) LLC~~ DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo ~~S.p.A. ING Financial Markets LLC~~ IMI Securities Corp. X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC ~~MUFG Securities Americas Inc. nabSecurities, LLC~~ Natixis Securities Americas LLC RBC Capital Markets, LLC Santander ~~Investment Securities Inc.~~ US Capital Markets LLC Scotia Capital (USA) Inc. ~~SMBC Nikko Securities America, Inc.~~ SG Americas Securities, LLC ~~Standard Chartered Bank~~ Truist Securities, Inc. Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~May 22, ~~2021~~ 2024 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and ~~RBC Capital Markets~~BofA Securities, Inc., Citigroup Global Markets Inc., ING Financial Markets LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Standard Chartered Bank, as ~~Representative~~ representatives of the ~~Initial~~ Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company,~~ Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York in any suit or proceeding arising out of or relating to this Agreement ~~that may be instituted~~ or brought, in ~~any federal or state court in~~ connection with the ~~State of New York or brought~~ transactions contemplated by this Agreement, under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. [REGISTRATION RIGHTS AGREEMENT] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the ~~several~~ Initial ~~Purchasers~~Purchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS~~ISSUER: PENTON MEDIA, ~~L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ Thomas L. Kemp ------------------------------------ Name: ~~Xxxx Xxxxx~~ Thomas L. Kemp Title: ~~Senior Vice President~~ Chaixxxx xx xxx Xxard and Chief ~~Financial~~ Executive Officer ~~CHENIERE ENERGY INVESTMENTS, LLC~~ GUARANTORS: STARDUST.COM By: /s/ ~~Xxxx Xxxxx~~ Joseph X. XxXxxxxx ------------------------------------ Name: ~~Xxxx Xxxxx~~ Joseph G. NeCastro Title: ~~President and Chief Financial Officer SABINE PASS LNG-GP~~Xxxxx Xxxxxxxxx Xxficer PTS DELAWARE, ~~LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ Joseph G. NeCastro ------------------------------------ Name: ~~Xxxx~~ Joseph G. NeCastro Title: Xxxxx Xxxxxxxxx Xxficer and Treasurer INTERNET WORLD MEDIA, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Chief Financial ~~Officer SABINE PASS LNG~~Xxxxxxx, ~~L.P. By its general partner~~Treasurer and Assistant Secretary STREAMING MEDIA, ~~SABINE PASS LNG-GP, LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ Joseph G. NeCastro ------------------------------------ Name: ~~Xxxx Xxxxx~~ Joseph G. NeCastro Title: Chief Financial ~~Officer SABINE PASS TUG SERVICES~~Xxxxxxx xxx Treasurer TECH CONFERENCES, ~~LLC~~ INC. By: /s/ ~~Xxxx Xxxxx~~ Joseph G. NeCastro ------------------------------------ Name: ~~Xxxx Xxxxx~~ Joseph G. NeCastro Title: ~~Chief Financial Officer CHENIERE PIPELINE GP INTERESTS~~Vice President, ~~LLC~~ Xxxxx Xxxxxxxxx Xfficer, and Treasurer HEALTHWELL.COM, INC. By: /s/ ~~Xxxx Xxxxx~~ Joseph G. NeCaxxxx ------------------------------------ Name: ~~Xxxx Xxxxx~~ Joseph G. NeCastro Title: ~~President~~ Vice President, Xxxxx Xxxxxxxxx Xfficer, and ~~Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P.~~ Treasurer DONOHUE MEEHAN PUBLISHING COMPANY Xx: /s/ ~~Xxxx Xxxxx~~ Joseph G. NeCastro ------------------------------------ Name: ~~Xxxx Xxxxx~~ Joseph G. NeCastro Title: ~~President~~ Treasurer DUKE INVESTMENTS, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxx Xxxxxxxxx Xxficer and ~~Chief Financial Officer~~ Treasurer DUKE COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxx Xxxxxxxxx Xxficer and Treasurer ONE, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxxxxxx BOARDWATCH, INCORPORATED By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxxxxxx PENTON INTERNET, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxxxxxx Xxxxxxxxy The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets, LLC~~ CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ ~~Xxxxxxx Kiss~~ Kent Savagian ------------------------------------ Name: ~~Xxxxxxx Kiss~~ Kenx Xxxxxxxx Title: ~~Managing~~ Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the ~~Registered~~ Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1" ANNEX C PLAN OF DISTRIBUTION (1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the ~~Registered~~ Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the ~~Registered~~ Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a ~~broker-~~broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Penton Media Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ~~ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP~~CORPUS CHRISTI HOLDINGS, LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE ~~PIPELINE GP INTERESTS~~CORPUS LIQUEFACTION, LLC By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~President and~~ Chief Financial Officer CHENIERE ~~CREOLE TRAIL~~ CORPUS PIPELINE, L.P. By: /s/ ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx Xxxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~President and~~ Chief Financial Officer CHENIERE CORPUS PIPELINE GP, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets,~~ XXXXXX XXXXXXX & CO. LLC By: /s/ ~~Xxxxxxx Kiss~~ Xxxxxx Xxxx Name: ~~Xxxxxxx Kiss~~ Xxxxxx Xxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers ~~RBC Capital Markets~~Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Lynch, ~~LLC BBVA~~ Pierce, Xxxxxx & Xxxxx Incorporated BNP Paribas Securities ~~Inc. BofA Securities, Inc. CIBC World Markets~~ Corp. ~~Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc.~~ Credit Suisse Securities (USA) LLC ~~DBS Bank Ltd. Xxxxxxx Xxxxx~~ Xxxxxxx, Sachs & Co. ~~LLC~~ HSBC Securities (USA) Inc. ~~ICBC Standard Bank Plc Intesa Sanpaolo S.p.A.~~ ING Financial Markets LLC X.X. Xxxxxx Securities LLC ~~Loop Capital Markets LLC~~ Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA ~~LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas~~ Inc. ~~nabSecurities~~RBC Capital Markets, LLC ~~Natixis Securities Americas LLC Santander Investment Securities Inc.~~ Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. ~~SG Americas Securities, LLC~~ Standard Chartered Bank BBVA Securities Inc. Credit Agricole Securities (USA) Inc. ABN AMRO Securities (USA) LLC CIT Capital Securities LLC Loop Capital Markets LLC Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, they will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of ~~September 27~~May 18, ~~2021~~ 2016 (the “Registration Rights Agreement”) by and among Cheniere ~~Energy Partners~~Corpus Christi Holdings, ~~L.P.~~LLC, the Guarantors party thereto and ~~RBC Capital Markets,~~ Xxxxxx Xxxxxxx & Co. LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Inc)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Senior~~ Vice President and ~~Chief Financial Officer~~ Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Chief Financial Officer~~ Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and Chief Financial Officer~~ Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. RBC ~~Capital Markets~~CAPITAL MARKETS, LLC By: /s/ Xxxxxxx Kiss Name: Xxxxxxx Kiss Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC ABN AMRO Securities (USA) LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ~~ICBC Standard Bank Plc Intesa Sanpaolo S.p.A.~~ ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. ~~SMBC Nikko Securities America, Inc.~~ SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of the Registered Exchange Offer~~ Expiration Date the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 2711, ~~2021~~ 2018 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the ~~Company~~parties hereto, in any suit or proceeding arising out of or relating to this ~~Agreement that may be instituted in~~ Agreement, each submit to the nonexclusive jurisdiction of any federal or state court in the Borough of Manhattan, State of New York or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that ~~the Company~~ any party hereto may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS~~WESTERN REFINING, ~~L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer ~~SABINE PASS LNG~~Western Refining Company, L.P. ~~By its general partner, SABINE PASS LNG-~~As Guarantor By: Western Refining GP, LLC Its General Partner /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer ~~SABINE PASS TUG SERVICES~~Western Refining TRS I, LLC As Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Manager Western Refining TRS II, LLC As Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Manager Western Refining Texas Retail Services, LLC As Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Manager York River Fuels, LLC As Guarantor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer ~~CHENIERE PIPELINE GP INTERESTS~~Western Refining LP, LLC As Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: President, Treasurer and Secretary Ascarte Group, LLC As Guarantor By: Western Refining Company, L.P. Its sole member By: Western Refining GP, LLC Its General Partner By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and~~ Chief Financial Officer ~~CHENIERE CREOLE TRAIL PIPELINE~~Ciniza Production Company Dial Oil Co. Empire Oil Co. Giant Four Corners, ~~L.P.~~ Inc. Giant Industries, Inc. Giant Stop-N-Go of New Mexico, Inc. San Xxxx Refining Company Western Refining Pipeline Company Western Refining GP, LLC Western Refining Southwest, Inc. Western Refining Terminals, Inc. Western Refining Wholesale, Inc. Western Refining Yorktown Holding Company Western Refining Yorktown, Inc. As Guarantors By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~President and~~ Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets, LLC~~ By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: /s/ Xxxxxxx ~~Kiss~~ Xxxxxxxxxx Name: Xxxxxxx ~~Kiss~~ Xxxxxxxxxx Title: Managing Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director Acting on its own behalf ~~of itself~~ and as a representative of the several Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of ~~180~~ 90 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of ~~180~~ 90 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of ~~180~~ 90 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the Registered Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Western Refining, Inc.)

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this ~~Agreement that may be instituted in~~ Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the State of New York or brought under federal or state securities laws~~, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding~~. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, ~~CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~Senior Vice President and~~ Chief ~~Financial~~ Executive Officer ~~CHENIERE ENERGY INVESTMENTS, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~President and~~ Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG-GP, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: Chief ~~Financial~~ Executive Officer ~~SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: Chief ~~Financial~~ Executive Officer ~~SABINE PASS TUG SERVICES, LLC~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: Chief ~~Financial~~ Executive Officer ~~CHENIERE PIPELINE GP INTERESTS~~H&E EQUIPMENT SERVICES (MID-ATLANTIC), ~~LLC~~ INC. By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~President and~~ Chief ~~Financial~~ Executive Officer ~~CHENIERE CREOLE TRAIL PIPELINE, L.P.~~ By: /s/ Xxxx ~~Xxxxx~~ X. Xxxxxxxx Name: Xxxx ~~Xxxxx~~ X. Xxxxxxxx Title: ~~President and~~ Chief ~~Financial~~ Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. ~~RBC Capital Markets, LLC~~ By: /s/ ~~Xxxxxxx Kiss~~ Xxxx X. Xxxxxx Name: ~~Xxxxxxx Kiss~~ Xxxx X. Xxxxxx Title: Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank Xxxxx Fargo Securities, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for ~~Initial~~ Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The ~~Issuer and the Guarantors have~~ Company has agreed that, for a period of 180 days after the ~~consummation of the Registered Exchange Offer~~Expiration Date, ~~they~~ it will make this ~~Prospectus~~prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 2017, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The ~~Issuer and the Guarantors~~ Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any ~~commissions~~ commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the ~~consummation of~~ Expiration Date the ~~Registered Exchange Offer the Issuer and the Guarantors~~ Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The ~~Issuer and the Guarantors have~~ Company has agreed to pay all ~~reasonable~~ expenses incident to the Registered Exchange Offer (including the ~~reasonable~~ expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of September 27, 2021 (the “Registration Rights Agreement”) by and among Cheniere Energy Partners, L.P., the Guarantors party thereto and RBC Capital Markets, LLC, as Representative of the Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. Capitalized terms not defined but otherwise used herein shall have the meanings set forth in the Registration Rights Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (H&E Equipment Services, Inc.)

Common use of SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES Clause in Contracts