CONTRIBUTION AND CONVEYANCE AGREEMENT BY AND AMONG CHENIERE ENERGY PARTNERS, L.P. CHENIERE LNG HOLDINGS, LLC CHENIERE ENERGY PARTNERS GP, LLC CHENIERE ENERGY INVESTMENTS, LLC SABINE PASS LNG-GP, INC. AND SABINE PASS LNG-LP, LLC EFFECTIVE AS OF March ,...Contribution and Conveyance Agreement • March 2nd, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of March , 2007, is entered into by and among CHENIERE ENERGY PARTNERS, L.P., a Delaware limited partnership (“MLP”), CHENIERE LNG HOLDINGS, LLC, a Delaware limited liability company (“Cheniere Holdings”), CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (“MLP GP”), CHENIERE ENERGY INVESTMENTS, LLC, a Delaware limited liability company (“Subsidiary LLC”), SABINE PASS LNG-GP, INC., a Delaware corporation (“LNG-GP”), and SABINE PASS LNG-LP, LLC, a Delaware limited liability company (“LNG-LP”). The parties to this agreement are collectively referred to herein as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS GP, LLC (a Delaware Limited Liability Company) March , 2007Limited Liability Company Agreement • March 2nd, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (the “Company”), dated as of March __, 2007, is adopted, executed and agreed to by Cheniere LNG Holdings, LLC, a Delaware limited liability company (“Cheniere Holdings”), as the sole Member of the Company.
RESTRICTED UNITS AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanRestricted Units Agreement • March 2nd, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
PHANTOM UNITS AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanPhantom Units Agreement • March 2nd, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
UNITS OPTION AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanUnits Option Agreement • March 2nd, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
DIRECTOR UNITS OPTION AGREEMENT Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive PlanDirector Units Option Agreement • March 2nd, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
