CQP Consent and Agreement (Management and Administrative Letter  Agreement)



 EXHIBIT 10.3 
 Execution Version 
 CQP CONSENT AND AGREEMENT 
 [Management and Administrative Services Letter Agreement] 
 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”). 
 W I T N E S S E T H 
 WHEREAS, on or about the date hereof, Cheniere Common Units Holding, LLC (“Borrower”), an affiliate of Manager, will enter into a $250,000,000 secured Credit Agreement, dated on or about the date
hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), between Borrower, the loan parties signatory thereto and The Bank of New York Mellon, in its capacity as Administrative
Agent and Collateral Agent; 
 WHEREAS, Manager and CQP have entered into that certain Letter Agreement regarding Management and
Administrative Services dated as of March 26, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Assigned Agreement”) pursuant to which Manager agrees to provide certain services in
connection with the management of CQP; and 
 WHEREAS, as security for the obligations under the Credit Agreement, Manager has assigned,
pursuant to the security documents entered into among Manager, certain affiliates of Manager and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Documents”), all of its
right, title and interest in, to and under, and granted a security interest in, the Assigned Agreement to the Collateral Agent on behalf of the secured parties identified therein (the “Secured Parties”). 
 NOW THEREFORE, as an inducement to the lenders to make the loans under the Credit Agreement, and in consideration of other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
 1. Consent and Agreement. 
 (a) CQP hereby acknowledges and irrevocably consents in all respects to the
assignment by Manager of all its right, title and interest in the Assigned Agreement to the Collateral Agent as collateral security for the payment and performance by the Borrower of the Borrower’s obligations under the Credit Agreement and the
performance of Manager’s obligations under the Security Documents. 







 (b) CQP hereby acknowledges and irrevocably consents in all respects to the right of the
Collateral Agent, upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, to exercise and enforce all rights of Manager under the Assigned Agreement in accordance with the terms of the Assigned Agreement.

 (c) Upon the exercise by the Collateral Agent of any of the remedies set forth in and in accordance with the terms of the
Credit Agreement and the Security Documents, the Collateral Agent may assign its rights and interests and the rights and interests of Manager under the Assigned Agreement, subject to clause (h) hereof. Upon such assignment, the Collateral Agent
shall be released from any further liability under the Assigned Agreement or such new agreement to the extent of the interest assigned. 
 (d) CQP acknowledges and agrees that, notwithstanding anything to the contrary contained in the Assigned Agreement, neither of the following events shall constitute a default by Manager under the Assigned Agreement or
require the consent of CQP: (i) the provision of the Services (as defined in the Assigned Agreement) by a suitable provider of services of the type described in the Assigned Agreement by or on behalf of the Collateral Agent following the
occurrence and continuance of an event of default under the Credit Agreement; or (ii) foreclosure or any other enforcement of the rights of the lenders under the Credit Agreement or the Security Documents by the Collateral Agent;
provided that the actions taken pursuant to clauses (i) or (ii) otherwise comply with applicable law. 
 (e)
Notwithstanding anything to the contrary in the Assigned Agreement, CQP shall not, without the prior written consent of the Collateral Agent, cancel, suspend performance under or terminate the Assigned Agreement unless CQP shall have delivered to
the Collateral Agent written notice stating that it is entitled to do so under the Assigned Agreement and that it intends to exercise such right on a date no fewer than 30 days after the date of such notice in the case of a payment default or 60
days after the date of such notice in the case of any other default; provided that (i) such cure period shall be extended to such longer period as may be reasonably required to cure such default if the Collateral Agent or its assignee or
designee has commenced and is diligently pursuing appropriate action to cure such default (provided, however, that in no event shall such extended period exceed an additional 30 days in the case of a payment default or 60 days in the
case of any other default) and (ii) if the Collateral Agent or its designee or assignee is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or
insolvency proceeding or other similar proceeding involving Manager, then such cure period shall be extended for the period of such prohibition. CQP’s notice shall specify the nature of the default giving rise to its right to cancel, suspend
performance under or terminate the Assigned Agreement and CQP shall permit Manager and/or the Collateral Agent to cure such default. Nothing herein shall require the Collateral Agent to cure any default of Manager under the Assigned Agreement or to
perform any act, duty or obligation of Manager under the Assigned Agreement, but shall only give it the option to do so. It being understood that, in the event the Collateral Agent cures any default of Manager under the Assigned Agreement, the
Collateral Agent shall have no further obligation to cure any subsequent default or to perform any act, duty or obligation of Manager under the Assigned Agreement. 
  

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 (f) Neither CQP nor Manager shall, without the prior written consent of the Required
Lenders (as defined in the Credit Agreement), (i) enter into any novation, material amendment or other material modification of the Assigned Agreement, (ii) sell, assign or otherwise transfer any of its rights under the Assigned Agreement,
(iii) terminate, cancel or suspend its performance under the Assigned Agreement (unless the applicable parties have given the Collateral Agent notice and an opportunity to cure in accordance with clause (e) hereof), (iv) consent to
any assignment or other transfer by any other party of its respective rights under the Assigned Agreement, except in connection with a refinancing of the Loans made pursuant to the Credit Agreement or, to the extent such assignment or transfer does
not adversely affect the Lenders under the Credit Agreement, a refinancing of the indebtedness created under the Sabine Indenture or the issuance of Additional Notes (as defined in the Sabine Indenture), or (v) consent to any voluntary
termination, cancellation or suspension of performance by any party under the Assigned Agreement. 
 (g) CQP shall perform and
comply with all material terms and provisions of the Assigned Agreement to be performed or complied with by it for the benefit of the Collateral Agent. 
 (h) CQP acknowledges and agrees that the Collateral Agent shall not have any liability or obligation under the Assigned Agreement as a result of this Consent and Agreement, the Security Documents or otherwise, nor
shall the Collateral Agent be obligated or required to (i) perform Manager’s obligations under the Assigned Agreement, except during any period in which the Collateral Agent has assumed Manager’s rights and obligations under the
Assigned Agreement pursuant to clause (b) above, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Documents. For the avoidance of doubt, Manager and CQP agree that the payments to be made by
CQP to Manager under the Assigned Agreement, or as otherwise provided for in this Consent and Agreement, are conditioned upon the performance of Manager’s obligations under the Assigned Agreement. Except as set forth above, neither the
Collateral Agent, its designee or assignee nor any other party secured by the Security Documents shall be liable for the performance or observance of any of the obligations or duties of Manager under the Assigned Agreement, including the performance
by the Collateral Agent or its designee or assignee of any cure of default permitted pursuant to paragraph (b) above, and, except as set forth above, the assignment of the Assigned Agreement by Manager to the Collateral Agent or its designee or
assignee pursuant to the Credit Agreement or the Security Documents shall not give rise to any duties or obligations owing to Manager on the part of any of the parties secured by the Credit Agreement or the Security Documents. 
 (i) If (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding
involving Manager or (ii) the Assigned Agreement is terminated as a result of any bankruptcy or insolvency proceeding involving Manager, and if within 90 days after such rejection or termination, the 

  

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Collateral Agent or its designee or assignee shall so request and shall certify in writing to CQP that it intends to perform the obligations of Manager as
and to the extent required under the Assigned Agreement, CQP shall execute and deliver to the Collateral Agent or such designee or assignee a new agreement (“new Assigned Agreement”), (A) pursuant to which new Assigned
Agreement CQP shall agree to perform the obligations contemplated to be performed by CQP under the original Assigned Agreement and the Collateral Agent or such designee or assignee shall agree to perform the obligations contemplated to be performed
by Manager under the original Assigned Agreement, (B) which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and (C) which shall contain the same
conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by Manager prior to such rejection or termination). References in this Consent and Agreement to an
“Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement. 
 (j) CQP shall deliver to the
Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to CQP, concurrently with the delivery thereof to Manager a copy of each material
notice, request or demand (other than such notices delivered in the ordinary course of business) given by CQP to Manager pursuant to the Assigned Agreement. 
 (k) CQP hereby agrees that it shall not, nor shall it enter into any agreement permitting Sabine to, set off, counter-claim or otherwise
withhold any payment owing under the Assigned Agreement on account of any amounts owed to CQP by any of Manager, the Collateral Agent or any of their respective subsidiaries, affiliates, successors or permitted assigns. 
 (l) In a bankruptcy or insolvency proceeding involving Manager, nothing contained herein shall affect or otherwise limit CQP’s rights
to assert claims and interests against Manager in such proceeding and otherwise participate as a creditor or party in interest in such proceeding. 
 2. Payments under the Assigned Agreement. CQP shall pay all amounts (if any) payable by it under the Assigned Agreement in the manner and as and when required by the Assigned Agreement directly into the account specified on Exhibit A
hereto, or to such other person, entity or account as shall be specified from time to time by the Collateral Agent to CQP in writing. 
 3.
Representations and Warranties. CQP hereby represents and warrants to the Collateral Agent that: 
 (a) CQP is a
limited partnership duly formed and validly existing and in good standing under the laws of the state of its jurisdiction of organization and is duly qualified to do business and is in good standing in all jurisdictions where necessary in light of
the business it conducts and the property its owns and intends to conduct and own. 
  

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 (b) CQP has the full limited partnership power, authority and right to execute, deliver
and perform its obligations hereunder and under the Assigned Agreement. The execution, delivery and performance by CQP of this Consent and Agreement and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby
have been duly authorized by all necessary limited partnership action on the part of CQP. This Consent and Agreement and the Assigned Agreement have been duly executed and delivered by CQP and constitute the legal, valid and binding obligations of
CQP enforceable against CQP in accordance with their respective terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) the application of general principles of equity or law (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
 (c) The execution, delivery and performance by CQP of this Consent and Agreement and the Assigned Agreement do not and will not
(i) require any consent or approval of the board of directors of any partner in CQP which has not been obtained, and each such consent or approval that has been obtained is in full force and effect, (ii) violate any provision of any law,
rule, regulation, order, writ, judgment, decree, determination or award having applicability to CQP or any provision of the certificate of limited partnership or limited partnership agreement of CQP, (iii) conflict with, result in a breach of
or constitute a default under any provision of the certificate of limited partnership or limited partnership agreement of CQP or other organizational documents or any other material agreement, lease or instrument to which CQP is a party or by which
CQP or its properties and assets are bound or affected or (iv) result in, or require the creation or imposition of, any lien upon or with respect to any of the assets or properties of CQP now owned or hereafter acquired. 
 (d) This Consent and Agreement and the Assigned Agreement (assuming the due authorization, execution and delivery by, and binding effect
on, the Collateral Agent and Manager) are in full force and effect. 
 (e) There is no action, suit or proceeding at law or in
equity by or before any governmental authority, arbitral tribunal or other body now pending or to the actual knowledge of CQP, threatened against CQP or any of its properties, rights or assets which could reasonably be expected to (i) have a
material adverse effect on CQP or its ability to perform its obligations hereunder or under the Assigned Agreement or (ii) question the validity, binding effect or enforceability hereof or of the Assigned Agreement or any action taken or to be
taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby. 
 (f) CQP is not, to its actual
knowledge after due inquiry, in default under any covenant or obligation hereunder or under the Assigned Agreement. To the actual knowledge after due inquiry of CQP, Manager is not in default under any covenant or obligation of the Assigned
Agreement. To the actual knowledge after due inquiry of CQP, after giving effect to the assignment by Manager to the Collateral Agent of the Assigned Agreement pursuant to the Security Documents, and after giving effect to the acknowledgment of and
consent to such assignment by CQP (as constituted by this 

  

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Consent and Agreement), there exists no event or condition that would constitute a default, or that would, with the giving of notice or lapse of time or
both, constitute a default under the Assigned Agreement. 
 (g) CQP is not a party to any netting or other arrangement that
would permit CQP to set off amounts owing from any payor under the Assigned Agreement of amounts owed to such payor by the counterparty or any of its subsidiaries, affiliates successors or assigns under any other agreement or arrangement.

 4. Miscellaneous. 
 (a) This Consent and Agreement shall be binding upon the successors and permitted assigns of the parties hereto. 
 (b) No amendment or waiver of any provisions of this Consent and Agreement or consent to any departure by Manager from any provisions of this Consent and Agreement shall in any event be effective unless the same shall
be in writing and signed by the parties hereto. 
 (c) No failure on the part of the Collateral Agent or any of its agents or
on the part of CQP to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege hereunder shall operate as a waiver thereof (subject to any statute of limitations), and no single or partial exercise
of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 
 (d) THIS CONSENT AND AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
 (e) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
  

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 (f) This Consent and Agreement may be executed in one or more counterparts with the same
effect as if such signatures were upon the same instrument. 
 (g) If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the other Secured
Parties in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction. 
 (h) Headings appearing herein are used solely for convenience and are not intended to
affect the interpretation of any provision of this Consent and Agreement. 
 (i) This Consent and Agreement shall terminate
upon the indefeasible payment in full of all amounts owed under the Credit Agreement or upon the assignment of the Assigned Agreement by CQP in accordance with the terms of the Assigned Agreement and this Consent and Agreement if the assignee
executes and delivers to the Collateral Agent a consent and agreement substantially similar to this Consent and Agreement and in a form reasonably acceptable to the Collateral Agent. 
 [Signature pages follow.] 
  

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 IN WITNESS WHEREOF, each of the undersigned by its officer duly authorized has caused this Consent and
Agreement to be duly executed and delivered as of the first date written above. 
  

					
	 CHENIERE LNG TERMINALS, INC.,

	 a Delaware corporation,

		
	 By:
	 	/s/ Graham A. McArthur
		 	 Name:
	 	Graham A. McArthur
		 	 Title:
	 	Treasurer


  

	
	 Address for Notices:

	  
 700 Milam Street
 Suite 800
 Houston, TX 77002
 Attn: Don A. Turkleson



  
  
  
  
  
 CQP Consent Agreement 








					
	 CHENIERE ENERGY PARTNERS, L.P.,

	 a Delaware limited partnership,

		
	 By:
	 	/s/ Graham A. McArthur
		 	 Name:
	 	Graham A. McArthur
		 	 Title:
	 	Treasurer


  

	
	 Address for Notices:

	  
 700 Milam Street
 Suite 800
 Houston, TX 77002
 Attn: Don A. Turkleson



  
  
  
  
  
 CQP Consent Agreement 








					
	 THE BANK OF NEW YORK TRUST MELLON

	 as Collateral Agent

		
	 By:
	 	/s/ Robert D Hingston
		 	Name:	 	Robert D Hingston
		 	Title:	 	Vice President
	
	 The Bank of New York Mellon

	 Corporate Trust Administration

	 101 Barclay Street, 8 W

	 New York, NY 10286

	 Fax: 212.815.5707



  
  
  
  
  
 CQP Consent Agreement 







 Exhibit A to 
 Consent and Agreement 
 PAYMENT INSTRUCTIONS 
  

			
	 Bank:
	  	JPMorgan Chase Bank, N.A.
	 ABA#:
	  	021000021
	 Account Number:
	  	727110884
	 Reference:
	  	Cheniere LNG Holdings, LLC
	 Attention:
	  	Christopher Bonner, Client Service Professional-Sr.
		  	 (phone: 713-216-5965)


  
  
  
  
  
  
 Exhibit A-1