EX-3.2 3 d614713dex32.htm EX-3.2 EXECUTION VERSION FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SABINE PASS LIQUEFACTION, LLC (A Delaware Limited Liability Company)
Exhibit 3.2
EXECUTION VERSION
FIRST AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT
OF
SABINE PASS LIQUEFACTION, LLC
(A Delaware Limited Liability Company)
This First Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of July 31, 2012, is hereby duly adopted as the limited liability company agreement of Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”) by the Initial Member (as defined below).
WHEREAS, the Company was formed as a limited liability company under the Act (as hereinafter defined) pursuant to the filing of the Certificate of Formation on June 24, 2010 and the execution of that certain Limited Liability Company Agreement dated as of June 24, 2010 (the “Original Agreement”) by the Initial Member; and
ARTICLE I
“Accounts Agreement” has the meaning set forth in the Common Terms Agreement.
“Act” means the Delaware Limited Liability Company Act, 6 Del C. §§ 18-101, et seq., as the same may be amended from time to time (or any corresponding provisions of succeeding law).
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, the Person in question. As used in this definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“Agreement” means this First Amended and Restated Limited Liability Company Agreement of the Company, as amended, restated or otherwise modified from time to time.
“Approved Individual” means an individual who has prior experience as an independent director, independent manager or independent member and who is either (i) provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Managers, another nationally-recognized company regularly engaged in the business of providing Independent Managers reasonably approved by the Common Security Trustee, in each case that is not an Affiliate of the Company and that provides professional Independent Managers and other corporate services in the ordinary course of its business or (ii) approved by the Common Security Trustee.
“Bankruptcy” means the filing of any insolvency or reorganization case or proceeding, instituting proceedings to have the Company or any Member, as applicable, adjudicated bankrupt or insolvent, instituting proceedings under any applicable insolvency law, seeking any relief under any law relating to relief from debts or the protection of debtors, consenting to the filing or institution of bankruptcy or insolvency proceedings against the Company or any Member, as applicable, filing a petition seeking or consenting to reorganization, liquidation or relief with respect to the Company or any Member, as applicable, under any applicable federal or state law relating to bankruptcy, dissolution, reorganization or insolvency, seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official for the Company or any Member, as applicable, or a substantial part of its property, making any assignment for the benefit of creditors, admitting in writing the inability of the Company or any Member, as applicable, to pay its debts as they become due, or taking action in furtherance of any of the foregoing.
“Business Day” means a day other than a Saturday, Sunday or other day which is a nationally recognized holiday in the United States of America.
“Capital Contribution” means any contribution to the capital of the Company in cash or property by any Member whenever made.
“Certificate” means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as amended, restated or otherwise modified from time to time.
“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall include a reference to any amendatory or successor provision thereto.
“Common Security Trustee” has the meaning set forth in the Common Terms Agreement.
“Common Terms Agreement” means that certain Common Terms Agreement, dated as of the date hereof, by and among the Company, the Secured Debt Holder Group Representatives, Secured Hedge Representatives and Secured Gas Hedge Representatives that are from time to time parties thereto, Société Générale, as the Common Security Trustee and Société Générale, as the Intercreditor Agent, as amended, restated or otherwise modified from time to time.
“Company” means Sabine Pass Liquefaction, LLC, a Delaware limited liability company.
“CQP Security Agreement” means the Security Agreement, dated as of the date hereof, between the Sponsor and the Common Security Trustee.
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“Discharge Date” has the meaning set forth in the Common Terms Agreement.
“Equity Contribution Agreement” means the Equity Contribution Agreement, dated as of the date hereof, by and among the Company, the Initial Member, Cheniere Energy Investments, LLC, and Cheniere Energy Partners, L.P., as amended, restated or otherwise modified from time to time.
“Financing Documents” has the meaning set forth in the Common Terms Agreement.
“Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.
“Independent Manager” shall mean an Approved Individual who has not been at any time during the five (5) years preceding such initial designation: (i) a direct or indirect owner of any equity interest in, or member, officer, employee, director, manager (with the exception of serving as the Independent Manager) or contractor, bankruptcy trustee, attorney or counsel of, the Company or any of its Affiliates; (ii) a creditor, customer, supplier (other than a supplier of registered agent or registered office services), or other Person who derives any of its purchases or revenues from its business activities with the Company or any of its Affiliates (other than any fee paid for its services as Independent Manager); (iii) an Affiliate of the Company or any Person excluded from serving as Independent Manager under clause (i) or (ii) of this definition; (iv) a member of the immediate family by blood or marriage of any Person excluded from being an Independent Manager under clause (i) or (ii) of this definition; or (v) a Person who received, or a member or employee of a firm or business that received, fees or other income from the Company or any Affiliate thereof in the aggregate in excess of five percent (5%) of the gross income, for any applicable year, of such Person; provided, however, that notwithstanding the foregoing, for the purposes of clause (i), an equity interest shall be deemed to exclude de minimis or otherwise immaterial holdings of equity interests of an Affiliate of the Company which are traded on public stock exchanges. The initial Independent Manager is Xxxxxxxx X. Xxxxxx.
“Initial Capital Contribution” means the initial contribution to the capital of the Company made by the Initial Member pursuant to the Original Agreement.
“Initial Member” means Sabine Pass LNG-LP, LLC, a Delaware limited liability company.
“Majority” means, with respect to any referenced group of Managers, a combination of any such Managers constituting more than fifty percent (50%) of the number of Managers of such referenced group who are then elected and qualified.
“Management Services Agreement” has the meaning set forth in the Common Terms Agreement.
“Manager” means those Persons identified on Exhibit A or any other Persons who succeed such Persons in that capacity or are elected to act as additional managers of the Company as provided herein but shall not include the Independent Manager except to the extent of matters upon which the vote of the Independent Manager is required under Section 2.5(c)(vi).
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“Member” means the Initial Member, and any Person hereafter admitted to the Company as a Member as provided in this Agreement, but does not include any Person who has ceased to be a Member in the Company.
“Membership Interest” means, with respect to a Member at anytime, the ownership interest of such Member at that time, which shall include all Units then owned thereby.
“O&M Agreement” has the meaning set forth in the Common Terms Agreement.
“Obligations” has the meaning set forth in the Common Terms Agreement.
“Original Agreement” has the meaning set forth in the recitals.
“Person” means any natural person, partnership, limited liability company, corporation, trust or other legal entity.
“Pledge Agreement” means that Pledge Agreement, dated as of the date hereof, between the Initial Member and the Common Security Trustee, as amended, restated or otherwise modified from time to time and any other pledge agreement executed (in favor of the Common Security Trustee) by any person holding any direct membership interests in the Company.
“Project” has the meaning set forth in Section 2.5(a).
“Security Documents” has the meaning set forth in the Common Terms Agreement.
“Sponsor” means Cheniere Energy Partners, L.P., a Delaware limited partnership.
“Terminal Use Agreement” means that certain Second Amended and Restated LNG Terminal Use Agreement, dated as of the date hereof, between the Company and Sabine Pass LNG, L.P., as amended, restated or otherwise modified from time to time.
“Transaction Documents” has the meaning set forth in the Common Terms Agreement.
“Units” means units of ownership interest in the Company.
ARTICLE II
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2.4 Duration. The period of duration of the Company is perpetual from the date its Certificate was filed with the Secretary of State of Delaware, unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or the Act.
(a) The sole purpose of the Company shall be limited to (i) designing, engineering, developing, equipping, procuring, constructing, installing, testing, repairing, completing, acquiring, owning, operating, modifying, improving, expanding and maintaining a liquefied natural gas facility in Cameron Parish, Louisiana (the “Project”) and (ii) doing all acts and things ancillary or incidental to the foregoing, including, without limitation, entering into the transactions contemplated by the Transaction Documents.
(b) The Company shall conduct its business separate and apart from any Affiliate thereof in accordance with the following:
(i) It shall segregate its property and not allow funds or other assets thereof to be commingled with the funds or other assets of, held by, or registered in the name of, any member of the Company, any other Affiliate of the Company or any other Person except that the bank accounts established pursuant to the Accounts Agreement may be in the name of the Common Security Trustee.
(ii) It shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets.
(iii) It shall prepare and maintain its own separate books and financial records and statements, showing its assets and liabilities separate and apart from the books and financial records and statements of any member of the Company, any other Affiliate of the Company or any other Person; except that the Company’s assets may be included in consolidated financial statements of its Affiliates so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate and to disclose the separate nature of the Company’s indebtedness.
(iv) (A) It shall prepare and file its own tax returns separate from those of any Person except to the extent that the Company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and (B) pay any taxes required to be paid by applicable law.
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(v) It shall observe all limited liability company procedures necessary to maintain its separate existence and formalities, including without limitation, (i) maintaining minutes or records of meetings of the Member(s) and Managers of the Company, (ii) acting on behalf of itself only pursuant to due authorization of the Managers and/or Member(s), including, when applicable, the Independent Manager, and (iii) conducting its own business in its own name and through authorized agents pursuant to its organizational documents.
(vi) It shall pay its liabilities and expenses out of its own assets.
(vii) It shall conduct its dealings with third parties in its own name and as a legal entity separate, distinct and independent from any other entity.
(viii) It shall not guarantee any debts of its Affiliates nor allow any of its Affiliates to guarantee any debts of the Company except (A) the guarantee by the Sponsor of the Company’s obligations under the Terminal Use Agreement, (B) (I) the pledge of any Member’s equity interest in the Company under a Pledge Agreement and (II) the grant of the security interest by the Sponsor in certain assets under the CQP Security Agreement to secure the obligations of the Company under certain of the Financing Documents and (C) certain customary indemnities contained in or contemplated by the Transaction Documents. It shall not acquire or assume obligations or securities of, or make loans or advances to, any of its Affiliates except as permitted or contemplated by the Transaction Documents.
(ix) It shall maintain adequate capitalization in light of its contemplated business and obligations; provided, however, that the foregoing shall not require any Member to make additional capital contributions to the Company.
(x) It shall directly manage its own liabilities and pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations, which operations may be carried out pursuant to agreements with Affiliates or others that comply with the requirements of clause (xiv) below, including the Management Services Agreement and the O&M Agreement. It shall not permit employees of the Company, if any, to participate in or receive payroll benefits or pension plans of or from any of its Affiliates.
(xi) It shall allocate and charge fairly and reasonably any common employee or overhead for shared office space.
(xii) It shall use separate stationery, invoices and checks.
(xiii) It shall maintain separate bank accounts in its own name or in the name of the Common Security Trustee and all investments made by or on behalf of the Company shall be made solely in its name (except as required under the Accounts Agreement).
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(xiv) It shall not enter into any transaction with any Affiliate except on an arm’s-length basis on terms that are no less favorable than would be available in comparable transactions with unaffiliated third parties (or, if no comparable transactions with unaffiliated third parties would be available, then on terms that are determined by a Majority of the Managers to be fair in light of all factors considered by the Managers to be pertinent to the Company), and shall (A) have been approved in accordance with its organizational documents, (B) otherwise comply with the provisions of the Financing Documents and (C) be pursuant to written, enforceable agreements.
(xv) It shall hold itself out as a separate entity and shall correct any misunderstanding regarding its separate entity status of which the Company has actual knowledge.
provided, however, that nothing in this Section 2.5(b) shall prohibit the Company from entering into the Financing Documents and complying with the obligations thereunder.
(i) engage, directly or indirectly, in any business other than as required or permitted to be performed under Section 2.5(a) of this Agreement;
(ii) incur, create or assume any indebtedness or liabilities other than (A) the Obligations and (B) indebtedness and liabilities incurred by the Company that are permitted under the Financing Documents;
(iii) to the fullest extent permitted by law, engage in any dissolution or liquidation, or (except as permitted under the Financing Documents) any consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Company’s business;
(iv) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or as otherwise permitted under the Financing Documents);
(v) own any asset or property other than the Project and incidental personal and real property necessary for the ownership or operation of the Project and interests in any subsidiaries permitted under the Financing Documents;
(vi) authorize or take any action that would constitute a Bankruptcy of the Company without the unanimous written approval of all of the Managers and the Independent Manager; or
(vii) prior to the Discharge Date, amend, modify or otherwise change this Section 2.5, Section 3.3 or any provision governing notice to the Independent Manager.
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ARTICLE III
3.2 Number and Qualifications. The Company shall have (i) one Independent Manager and (ii) not less than one (1) nor more than seven (7) other Managers, as may be determined by the Member(s) from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager. Managers need not be residents of the State of Delaware. The Managers in their discretion may elect from among the Managers a chairman of the Managers who shall preside at meetings of the Managers.
(a) The Company shall at all times have one Independent Manager selected by the Member(s); provided, that notwithstanding anything to the contrary herein, in the event that, in connection with the exercise by the Common Security Trustee of any remedies under or in connection with the Security Documents, the Common Security Trustee, its nominee or designee acquires at least 50.1% of the membership interests having voting rights in the Company (other than any membership interests held by the Independent Manager) then (i) this requirement shall terminate, (ii) the Independent Manager shall be removed and no successor Independent Manager shall be designated and (iii) the requirement for Independent Manager approval shall, in all cases, have no further force or effect.
(b) No resignation, removal or withdrawal of the Independent Manager, and no designation of a successor Independent Manager shall be effective until such successor shall have accepted such designation as the Independent Manager to act in accordance with this Agreement in writing. In the event that no Person shall be designated as the Independent Manager for any period, the Member(s) shall promptly designate a successor Independent Manager.
(c) The Independent Manager shall remain in place until his or her death, disability or resignation, or upon removal by the Member(s). Upon the death, disability, resignation or removal of the Independent Manager, a successor Independent Manager shall be designated by the Member(s). After the Discharge Date, the requirement to have an Independent Manager and all provisions relating to an Independent Manager shall, without any further action, be of no further force or effect.
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(d) The Independent Manager may not delegate any of its powers to any other Person.
(e) The Independent Manager shall have no economic interest in the Company.
(f) All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise its rights specifically set forth in this Agreement. To the extent permitted by law, the Independent Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or the Member(s) for any act or omission performed or omitted in a manner reasonably believed by the Independent Manager to be within the scope of the authority granted to him or her by this Agreement. The Independent Manager shall at no time serve as trustee in bankruptcy for the Company or any Affiliate of the Company.
3.7 Place of Meetings. All meetings of the Managers may be held either within or without the State of Delaware.
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(a) Subject to subsection (b) below, at all meetings of the Managers, the presence of a Majority shall be necessary and sufficient to constitute a quorum for the transaction of business unless a greater number is required by law. At a meeting at which a quorum is present, the act of a Majority shall be the act of the Managers, except as otherwise provided by law, the Certificate or this Agreement. If a quorum shall not be present at any meeting of the Managers, the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
(b) Neither the presence or vote of the Independent Manager nor notice to the Independent Manager shall be required for the Company to undertake any action other than those Sections hereof that specify that the approval of the Independent Manager is required.
3.12 Attendance and Waiver of Notice.
(a) Subject to subsection (b) below, attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except when a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver of notice of such meeting.
(b) The Independent Manager may waive in writing the requirements for notice before, at or after any meeting at which any action of the Independent Manager is required under Section 2.5(c)(vi).
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ARTICLE IV
RIGHTS AND DUTIES OF THE MEMBER
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4.4 Voting for Managers. Managers shall be elected by the Member(s).
ARTICLE V
(a) The Initial Member contributed cash to the Company in the amount of $1,000 upon the execution of the Original Agreement. Such cash was the Initial Capital Contribution of the Initial Member and, upon such contribution, the Initial Member received one hundred (100) Units.
(b) If at any time the Member(s) determines that the Company has insufficient funds to carry out the purposes of the Company, the Member(s) may make additional contributions to the capital of the Company.
(c) No Member shall be paid interest on any Capital Contribution.
5.2 Withdrawal or Reduction of Capital Contributions.
(a) No Member shall receive out of the Company’s property any part of its Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay such liabilities.
(b) No Member shall have the right to withdraw all or any part of its Capital Contribution or to receive any return on any portion of its Capital Contribution, except as may be otherwise specifically provided in this Agreement. Under circumstances involving a return of any Capital Contribution, no Member shall have the right to receive property other than cash.
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(a) Upon the issuance of Units in the Company to any Person in accordance with the provisions of this Agreement, the Company shall issue one or more certificates in the name of such Person substantially in the form of Exhibit B hereto (a “Unit Certificate”), which evidences the ownership of the Units in the Company of such Person. Each such Unit Certificate shall be denominated in terms of the number of Units in the Company evidenced by such Unit Certificate and shall be signed by two officers of the Company.
(b) The Company shall maintain books for the purpose of registering the transfer of Units. In connection with a transfer in accordance with this Agreement of any Units in the Company, the Unit Certificate(s) shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Unit Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Unit Certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred.
(c) Each Unit Certificate evidencing Units in the Company shall bear the following legend: “THIS CERTIFICATE EVIDENCES AN INTEREST IN SABINE PASS LIQUEFACTION, LLC (THE “COMPANY”) AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR, IF REQUESTED BY THE COMPANY, PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE
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FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE MEMBER(S). COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”
ARTICLE VI
ARTICLE VII
ARTICLE VIII
(a) The Company shall be dissolved upon the first of the following to occur:
(i) When the period fixed for the duration of the Company, if any, shall expire;
(ii) Upon the resignation, expulsion, or legal incapacity of the last remaining Member, or the occurrence of any other event that terminates the continued membership of the last remaining Member; or
(iii) The entry of a decree of judicial dissolution under Section 18-802 of the Act.
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(b) Upon dissolution of the Company, the business and affairs of the Company shall terminate, and the assets of the Company shall be liquidated under this Article VIII.
(c) Dissolution of the Company shall be effective as of the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until there has been a winding up of the Company’s business and affairs, and the assets of the Company have been distributed as provided in Section 8.2.
(d) Upon dissolution of the Company, the Managers may cause any part or all of the assets of the Company to be sold in such manner as the Managers shall determine in an effort to obtain the best prices for such assets; provided, however, that the Managers may distribute assets of the Company in kind to the Member to the extent practicable.
(a) First, to creditors, in the order of priority as provided by applicable law, except those to the Member(s) on account of their Capital Contributions; and
(b) Second, any remainder shall be distributed to the Member(s).
ARTICLE IX
TRANSFER OF MEMBERSHIP INTERESTS
9.1 Subject (until the Discharge Date) to the terms of the Financing Documents to which the Company is a party, each Member may, directly or indirectly, sell, assign, transfer, pledge, hypothecate or otherwise dispose of all or any portion of its Membership Interest at any time to any Person.
ARTICLE X
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Members’, Managers’, Independent Manager’s and/or Company’s address as it appears in the Company’s records, as appropriate. Except as otherwise provided herein, any such notice shall be deemed to be given when delivered personally or the next Business Day after the date on which the same was telecopied to such person. A copy of any notice delivered to the Independent Manager shall also be delivered to the Common Security Trustee at the address set forth above. Any notice given to the Independent Manager shall not be effective unless also given to the Common Security Trustee.
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MEMBER: | ||
SABINE PASS LNG-LP, LLC | ||
By: | /s/ Xxx X. Gentle | |
Name: Xxx X. Gentle Title: Chief Financial Officer |
[Signature Page to First Amended and Restated Limited Liability Company Agreement of Sabine Pass Liquefaction, LLC]
Exhibit A
Managers
Xxx X. Gentle | 000 Xxxxx Xx., Xxxxx 000 | |
Xxxxxxx, XX 00000 | ||
R. Xxxxx Xxxxxx | 000 Xxxxx Xx., Xxxxx 000 | |
Xxxxxxx, XX 00000 |
Exhibit B
FORM OF UNIT CERTIFICATE
THIS CERTIFICATE EVIDENCES AN INTEREST IN SABINE PASS LIQUEFACTION, LLC (THE “COMPANY”) AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR, IF REQUESTED BY THE COMPANY, PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE MEMBER(S). COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
LLC INTEREST CERTIFICATE
SABINE PASS LIQUEFACTION, LLC,
a Delaware limited liability company
July 31, 2012
No.
THIS CERTIFIES THAT (a) Sabine Pass LNG-LP, LLC (the “Member”) is the owner of 100% of the Units of Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”) and (b) the Member is entitled to all the rights and privileges and subject to all the obligations, restrictions, and limitations of a Member of the Company in accordance with the provisions of the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 31, 2012, as amended, restated or otherwise modified from time to time (the “LLC Agreement”). TO THE FULLEST EXTENT PERMITTED BY LAW, MEMBER’S LIMITED LIABILITY COMPANY INTEREST (THE “INTEREST”) IN THE COMPANY IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN (i) THE LLC AGREEMENT AND (ii) THE PLEDGE AGREEMENT, AND IS OTHERWISE SUBJECT TO THE TERMS AND CONDITIONS OF THE LLC AGREEMENT AND THE PLEDGE AGREEMENT. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the LLC Agreement.
The Interest shall constitute “securities” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and in the State of New York and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
This LLC Interest Certificate shall be governed by the laws of the State of Delaware (without reference to conflicts of laws).
[Remainder of page intentionally left blank; signature page follows.]
SABINE PASS LIQUEFACTION, LLC | ||
By: | ||
Name: | ||
Title: |