FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLCLimited Liability Company Agreement • November 4th, 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 [—], 2013, is entered into by and effectuated by Cheniere Energy, Inc. (“CEI”), a Delaware corporation, as the sole Member of the Company.
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE GP HOLDING COMPANY, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • November 4th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (as 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 [—], 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 initial Members of the Company.
TAX SHARING AGREEMENT BY AND AMONG CHENIERE ENERGY, INC. AND ITS AFFILIATED COMPANIES AND CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC AND ITS AFFILIATED COMPANIESTax Sharing Agreement • November 4th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This Tax Sharing Agreement (the “Agreement”), is entered into as of this [—], 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”).
