AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC December 13, 2013Limited Liability Company Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of Cheniere Energy Partners LP Holdings, LLC (the “Company”), dated as of December 13, 2013, is entered into by and effectuated by Cheniere Energy, Inc. (“CEI”), a Delaware corporation, as the sole Member of the Company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE GP HOLDING COMPANY, LLC (a Delaware Limited Liability Company) December 13, 2013Limited Liability Company Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as further amended, supplemented or restated from time to time, this “Agreement”) of CHENIERE GP HOLDING COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of December 13, 2013, is adopted, executed and agreed to by Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (“Cheniere Holdings”), and Cheniere LNG Terminals, LLC, a Delaware limited liability company (“Terminals”), as the Members of the Company.
CHANGE ORDER FORM BOG and LNG RundownChange Order • May 4th, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
CHANGE ORDER FORM System Inspection IsometricsChange Order • August 9th, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: May 4, 2015 CHANGE ORDER NUMBER: CO-00033 DATE OF CHANGE ORDER: May 24, 2018
LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of the 11th...Lump Sum Turnkey Agreement • November 15th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 11th Day of November, 2011 (the “Contract Date”), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (“Owner”), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
CHANGE ORDER FORM OSHA Handrail and Guardrail ModificationsChange Order • February 21st, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
CHANGE ORDER FORM Soils Preparation Provisional Sum Partial True-Up RECON 3Change Order • November 9th, 2017 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG STAGE 2 LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of...Lump Sum Turnkey Agreement • October 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 20th Day of December, 2012 (the “Contract Date”), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (“Owner”), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
CHANGE ORDER FORM HPAA Compressor MODBUS LinkChange Order • November 9th, 2017 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
CHANGE ORDER FORM Insurance Provisional Sum CloseoutChange Order • November 9th, 2017 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
SECOND OMNIBUS AMENDMENT TO THE CREDIT AGREEMENT, DEPOSITARY AGREEMENT AND INTERCREDITOR AGREEMENTCredit Agreement • February 21st, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • New York
This Second Omnibus Amendment (this “Amendment”), dated as of September 28, 2017 amends and modifies (a) the Credit and Guaranty Agreement, dated as of February 25, 2016, as amended by the Omnibus Amendment and Waiver, dated October 14, 2016 (as further amended, restated, supplemented or otherwise modified from time to time the “Credit Agreement”), by and among Cheniere Energy Partners, L.P. (“Borrower”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent (in such capacity, the “Administrative Agent”), the Lenders party thereto from time to time (referred to herein as the “Lenders”) and each other Person party thereto from time to time, (b) the Depositary Agreement, dated as of February 25, 2016, as amended by the Omnibus Amendment and Waiver, dated October 14, 2016 (as further amended, restated, supplemented or otherwise modified from time to time, the “Depositary Agreement”), by and among Borrower, MUFG Union Bank, N.A., as Collateral Agent (in such capacity, the “Collat
SUPPORT AGREEMENTSupport Agreement • June 19th, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
THIS SUPPORT AGREEMENT, dated as of June 18, 2018 (this “Agreement”), is entered into by and between Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), and Cheniere Energy, Inc., a Delaware corporation (“Parent”, and together with the Company, the “Parties” and each, a “Party”).
AGREEMENT AND PLAN OF MERGER Among CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC, CHENIERE ENERGY, INC. and COLUMBIA ACQUISITION SUB LLC Dated as of June 18, 2018Merger Agreement • June 19th, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 18, 2018, by and among Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), Cheniere Energy, Inc., a Delaware corporation (“Parent”), and Columbia Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”).
Re: Administrative Amendment to the Credit AgreementCredit Agreement • November 9th, 2017 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
Reference is made to (i) the Credit and Guaranty Agreement, dated as of February 25, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cheniere Energy Partners, L.P. (the “Borrower”), certain Subsidiaries of Borrower as and that become Subsidiary Guarantors from time to time in accordance with the terms thereof, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent (the “Administrative Agent”) and (ii) the Intercreditor Agreement, dated as of February 25, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Borrower, each Subsidiary Guarantor party thereto from time to time, the Administrative Agent, MUFG Union Bank, N.A., as collateral agent for the First Lien Secured Parties (the “Collateral Agent”) and each Senior Class
Cheniere Energy Partners LP Holdings, LLC Common Shares Representing Limited Liability Company Interests Underwriting AgreementUnderwriting Agreement • November 19th, 2014 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • New York
Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (the “Underwriter”), an aggregate of 10,100,000 common shares (the “Shares”) representing limited liability company interests in the Company (the “Common Shares”).
SHARE REDEMPTION AGREEMENTShare Redemption Agreement • November 19th, 2014 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This SHARE REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2014 by and among Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”) and Cheniere Energy, Inc., a Delaware corporation (“Cheniere”). The Company and Cheniere are referred to collectively herein as the “Parties” and each individually as a “Party.”
TAX SHARING AGREEMENT BY AND AMONG CHENIERE ENERGY, INC. AND ITS AFFILIATED COMPANIES AND CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC AND ITS AFFILIATED COMPANIES December 18, 2013Tax Sharing Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This Tax Sharing Agreement (the “Agreement”), is entered into as of this December 18, 2013 (the “Effective Date”), by and between CHENIERE ENERGY, INC., a Delaware corporation (“CEI”) and CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”).
Cheniere Energy Partners LP Holdings, LLC Common Shares Representing Limited Liability Company Interests Underwriting AgreementUnderwriting Agreement • November 4th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • New York
Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [—] common shares (the “Firm Shares”) representing limited liability company interests in the Company (the “Common Shares”), and, at the election of the Underwriters, up to [—] additional Common Shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, if any, being collectively called the “Shares”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).
LIMITED LIABILITY COMPANY AGREEMENT OF COLUMBIA ACQUISITION SUB LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • September 20th, 2018 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This Limited Liability Company Agreement (the “Agreement”), dated as of June 15, 2018, is hereby duly adopted as the limited liability company agreement of Columbia Acquisition Sub LLC, a Delaware limited liability company (the “Company”) by the sole Member (as defined below).
December 18, 2013Management Services Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
Except as otherwise defined herein, all capitalized terms shall have the meaning set out in the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC dated as of December 13, 2013 (as it may be amended or modified and in effect from time to time, the “LLC Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).
Except as otherwise defined herein, all capitalized terms shall have the meaning set out in the First Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC dated as of [ ], 2013 (as it may be amended or...Management Services Agreement • October 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of November 20, 2013 (the “Effective Date”), is by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Assignor”), and Cheniere Energy Investments, LLC, a Delaware limited liability company (“Assignee”).
ContractChange Order • October 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.
ContractChange Order • October 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.
LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • September 20th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC (this “Agreement”), dated as of July 30, 2013, is hereby adopted by the sole Member (as defined below).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLCLimited Liability Company Agreement • September 30th, 2016 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of September 29, 2016 (this “Amendment”), is made and entered into by the Board of Directors of the Company (the “Board”) pursuant to Section 11.1(c) of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 13, 2013 (the “LLC Agreement”).
Sabine Pass Liquefaction, LLC Houston, Texas 77002 Attention: Treasurer Telephone: 713-375-5290 Fax: 713-375-6000 Email: graham.mcarthur@cheniere.com Re: Waiver and Assignment of O&M Agreement; Amendment to Common Terms Agreement Ladies and Gentlemen:Common Terms Agreement • December 2nd, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Texas
Reference is made to (a) the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Sabine Pass Liquefaction, LLC (“Borrower”), each Secured Debt Holder Group Representative, each Secured Hedge Representative and each Secured Gas Hedge Representative party thereto from time to time and Société Générale as the Intercreditor Agent and the Common Security Trustee, (b) the Intercreditor Agreement, dated as of May 28, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Intercreditor Agreement”), by and among each Secured Debt Holder Group Representative, each Secured Hedge Representative and each Secured Gas Hedge Representative party thereto from time to time, the Intercreditor Agent and the Common Security Trustee, (c) the Amended and Restated Credit Agreement (Term Loan A), dated as of May 28, 2013 (as amended, amen
ContractChange Order • October 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.
ContractChange Order • October 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
*** indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.
