FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P.Limited Partnership Agreement • March 26th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P., dated as of March 26, 2007, is entered into by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Cheniere LNG Holdings, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
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 26th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This CONTRIBUTION AND CONVEYANCE AGREEMENT, dated as of March 26, 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 26, 2007Limited Liability Company Agreement • March 26th, 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 26, 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.
CHENIERE ENERGY PARTNERS, L.P. 13,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Cheniere Energy, Inc., Cheniere LNG Holdings, LLC, Cheniere Energy Partners, L.P. (the “Partnership”), Cheniere Energy Partners GP, LLC (the “General Partner”) and Cheniere Energy Investments, LLC, and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of units, representing limited partner interests in the Partnership (the “Partnership Units”).
SERVICES AND SECONDMENT AGREEMENTServices and Secondment Agreement • March 26th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
This Services and Secondment Agreement (“Agreement”), dated as of March 26, 2007 (the “Effective Date”), is entered into between CHENIERE LNG O&M SERVICES, L.P. (“O&M”), a Delaware limited partnership, and CHENIERE ENERGY PARTNERS GP, LLC (“MLP GP”), a Delaware limited liability company. O&M and MLP GP are hereinafter each referred to as a “Party” and collectively referred to as the “Parties.”
March 26, 2007Management and Administrative Services Agreement • March 26th, 2007 • Cheniere Energy Partners, L.P. • Natural gas distribution • Texas
