AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC December 13, 2013Limited Liability Company Agreement • December 18th, 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 December 13, 2013, is entered into by and effectuated by Cheniere Energy, Inc. (“CEI”), a Delaware corporation, as the sole Member of the Company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE GP HOLDING COMPANY, LLC (a Delaware Limited Liability Company) December 13, 2013Limited Liability Company Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as further 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 December 13, 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 Members of the Company.
Cheniere Energy Partners LP Holdings, LLC Common Shares Representing Limited Liability Company Interests Underwriting AgreementUnderwriting Agreement • December 18th, 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 36,000,000 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 5,400,000 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”).
TAX SHARING AGREEMENT BY AND AMONG CHENIERE ENERGY, INC. AND ITS AFFILIATED COMPANIES AND CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC AND ITS AFFILIATED COMPANIES December 18, 2013Tax Sharing Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution • Delaware
This Tax Sharing Agreement (the “Agreement”), is entered into as of this December 18, 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”).
December 18, 2013Management Services Agreement • December 18th, 2013 • Cheniere Energy Partners LP Holdings, LLC • Natural gas distribution
Except as otherwise defined herein, all capitalized terms shall have the meaning set out in the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC dated as of December 13, 2013 (as it may be amended or modified and in effect from time to time, the “LLC Agreement”).
