0001193125-08-228292 Sample Contracts

CQP GP CONSENT AND AGREEMENT [Operation and Maintenance Agreement]
Consent and Agreement • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

THIS CONSENT AND AGREEMENT (this “Consent and Agreement”), dated as of August 15, 2008, is made by and among CHENIERE LNG O&M SERVICES, LLC, a Delaware limited liability company (“O&M”), CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (“CQP GP”), and The BANK OF NEW YORK MELLON, in its capacity as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

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ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT [MANAGEMENT SERVICES AGREEMENT]
Consent and Release Agreement • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • Texas

This ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of August, 2008 (the “Assignment Date”), by and among Sabine Pass LNG- GP, Inc., a Delaware corporation (the “Assignor”), Cheniere LNG Terminals, Inc., a Delaware corporation (the “Assignee”) and Sabine Pass LNG, L.P. (the “Owner”). All capitalized terms used in this Agreement but not defined herein have the meanings ascribed to them in the Management Services Agreement (as defined below).

CQP CONSENT AND AGREEMENT [Management and Administrative Services Letter Agreement]
Consent and Agreement • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

THIS CONSENT AND AGREEMENT (this “Consent and Agreement”), dated as of August 15, 2008, is made by and among CHENIERE LNG TERMINALS, INC., a Delaware corporation (“Manager”), CHENIERE ENERGY PARTNERS, L.P., a Delaware limited partnership (“CQP”), and The BANK OF NEW YORK MELLON, in its capacity as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

CHENIERE ENERGY, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION GRANT
Non-Qualified Stock Option Grant • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas

WHEREAS, the Optionee was previously granted a non-qualified stock option by the Company subject to the terms and conditions of the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan, as amended (the “Plan”), and pursuant to the Non-Qualified Stock Option Grant dated , 200 , (the “Agreement”), by and between the Company and the Optionee;

SABINE CONSENT AND AGREEMENT [Management Services Agreement]
Consent and Agreement • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

THIS CONSENT AND AGREEMENT (this “Consent and Agreement”), dated as of August 15, 2008, is made by and among CHENIERE LNG TERMINALS, INC., a Delaware corporation (“Manager”), SABINE PASS LNG, L.P., a Delaware limited partnership (“Sabine”), and The BANK OF NEW YORK MELLON, in its capacity as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

SABINE CONSENT AND AGREEMENT [Operation and Maintenance Agreement]
Consent and Agreement • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

THIS CONSENT AND AGREEMENT (this “Consent and Agreement”), dated as of August 15, 2008, is made by and among CHENIERE ENERGY PARTNERS GP, LLC, a Delaware limited liability company (“Operator”), SABINE PASS LNG, L.P., a Delaware limited partnership (“Sabine”), and The BANK OF NEW YORK MELLON, in its capacity as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

CHENIERE ENERGY, INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 7th, 2008 • Cheniere Energy Inc • Crude petroleum & natural gas

WHEREAS, the Optionee was previously granted a stock option by the Company under the Cheniere Energy, Inc. Amended and Restated 1997 Stock Option Plan (the “Plan”) pursuant to the Nonqualified Stock Option Agreement dated , 200 (the “Agreement”), by and between the Company and the Optionee;

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Cheniere Energy Inc • November 7th, 2008 • Crude petroleum & natural gas
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