Certificate of Amendment to the Amended and Restated Cert of Incorporation


 EXHIBIT 4.2 
  

CERTIFICATE OF AMENDMENT AND RESTATEMENT 
  
 OF CERTIFICATE OF INCORPORATION 
  
 OF 
  
 CHENIERE ENERGY, INC. 
  
 Cheniere Energy, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: 
  
 FIRST: The present name of the corporation is Cheniere Energy, Inc.; and, the name
under which the corporation was originally incorporated is Bexy Communications, Inc., and the date of filing of the corporation’s original certificate of incorporation with the Secretary of State of the State of Delaware was on March 25, 1983.

  
 SECOND: The certificate of incorporation of the corporation is hereby
amended and restated by striking Article Fifth thereof and by substituting in lieu thereof new Article Sixth as well as by adding new Articles Fourth, Seventh, Eighth and Ninth which are set forth in the Amended and Restated Certificate of
Incorporation hereinafter provided for. 
  
 THIRD: The provisions of the
certificate of incorporation of the corporation, as heretofore amended, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Amended and Restated Certificate of Incorporation of Cheniere
Energy, Inc. without any further amendments other than the amendments herein certified and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said
single instrument hereinafter set forth. 
  
 FOURTH: The amendments and the
restatement of the certificate of incorporation herein certified have been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. 
  
 FIFTH: The certificate of incorporation of the corporation, as amended and restated
herein, shall at the effective time of the Amended and Restated Certificate of Incorporation, read as follows: 






 AMENDED AND RESTATED 
 CERTIFICATE OF INCORPORATION 
 OF 
 CHENIERE ENERGY, INC. 
  
 Under Sections 242 and 245 of the 
 Delaware General Corporation Law 
 Originally incorporated under the name 
 All
American Burger, Inc. 
  
 The undersigned, being the President of CHENIERE ENERGY,
INC., a company existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: 
  
 FIRST: The name of the Company is Cheniere Energy, Inc. The date of filing of the Company’s original certificate of incorporation with
the Secretary of State of the State of Delaware was on March 25, 1983. 
  
 SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. The name of the registered agent of the Company at such
address is Corporation Service Company. 
  
 THIRD:
The nature of the business or purposes to be conducted or promoted by the Company are to engage in, promote, and carry on any lawful act or activity for which companies may be organized under the General Corporation Law of the State of Delaware
(hereinafter referred to as the “GCL”). 
  
 FOURTH: The directors shall be divided into three classes: Class I, Class II and Class III. Such classes shall be as nearly equal in number of directors as possible. Each director shall serve for a term ending on the third
annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall serve for a term expiring at the annual meeting of
stockholders next following the date of their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their
designation as Class II directors, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directors. For
purposes hereof, the initial Class I, Class II and Class III directors shall be those directors elected at the 2004 Annual Meeting of Stockholders of the Company and designated as members of such class. Each director shall hold office until the
annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. 
  
 At each annual election after the 2004 Annual Meeting of Stockholders, the
directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the 






 Board of Directors shall have designated one or more directorships whose term then expires as directorships of another
class in order to more nearly achieve equality of number of directors among the classes. 
  
 In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of
his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocated. 
  
 FIFTH: The total number of shares of stock that the Company shall have authority to issue is 45,000,000
shares, consisting of: 
  
 (1) 40,000,000 shares of Common Stock, having a par
value of $.003 per share; and 
  
 (2) 5,000,000 shares of Preferred Stock with a
par value of $.0001 per share. 
  
 The Board of Directors of the Company is
authorized, subject to limitations prescribed by law and by filing any certificate prescribed by law, to establish the par value of such Preferred Stock, to provide for the issuance of such Preferred Stock in series, and to establish the number of
shares to be included in each such series, the full or limited voting powers, or the denial of voting powers of each such series, and such designations, preferences and relative, participating, optional or other special rights, and the
qualifications or restrictions and other distinguishing characteristics, if any, of the shares of each such series. The authority of the Board of Directors with respect to the shares of each such series shall include, without limitation,
determination of the following: 
  
 (a) the number of shares of each such series
and the designation thereof; 
  
 (b) the par value of shares of each such series;

  
 (c) the annual rate or amount of dividends, if any, payable on shares of each
such series (which dividends would be payable in preference to any dividends on Common Stock), whether such dividends shall be cumulative or non-cumulative and the conditions upon which and/or the date when such dividends shall be payable;

  
 (d) whether the shares or each such series shall be redeemable and, if so, the
terms and conditions of such redemption, including the time or times when and the price or prices at which shares of each such series may be redeemed; 
  
 (e) the amount, if any, payable on shares of each such series in the event of liquidations, dissolution or winding up of the affairs of the Company; 
  
 (f) whether the shares of each such series shall be convertible into or exchangeable for
shares of any other class, or any series of the same or any other class, and, if so, the terms and conditions thereof, including the price or prices or the rate or rates at which shares of each such series shall be so convertible or exchangeable,
and the adjustment which shall be made, and the 






 circumstances in which such adjustments shall be made, in such conversion or exchange prices or rates; and 
  
 (g) whether the shares of each such series shall have any voting rights in addition to those
prescribed by law and, if so, the terms and conditions of exercise of voting rights. 
  
 SIXTH: The Board of Directors of the Company shall have the power to adopt, amend or repeal the Bylaws of the Company at any meeting at which a quorum is present by the affirmative vote of a majority of
the whole Board of Directors. Election of directors need not be by written ballot. Any director may be removed at any time with cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the
Company at a meeting called for that purpose or, if not filled, by vote of a majority of the remaining Board of Directors (or the sole remaining director) then in office. 
  
 SEVENTH: Special meetings of the stockholders of the Company may be called only by the Chairman of the Board,
Chief Executive Officer or the President, by the Board of Directors, or by the Secretary at the request in writing of a majority of the Board of Directors and may not be called by the stockholders of the Company. 
  
 EIGHTH: Any action required to be taken or which may be taken
by the holders of the Company Common Stock must be effected at a duly called annual or special meeting of such holders and may not be taken by written consent in lieu of a meeting. 
  
 NINTH: Notwithstanding anything else contained in this Amended and Restated Certificate of Incorporation or
the Bylaws of the Company to the contrary, the affirmative vote of the holders of record of at least 66?        % of the combined voting power of all of the outstanding stock of the Company entitled to vote in
respect thereof, voting together as a single class, shall be required (A) to alter, amend, rescind or repeal Article Fourth, Article Sixth, Article Seventh, Article Eighth or this Article Ninth of this Amended and Restated Certificate of
Incorporation or to adopt any provision inconsistent therewith or (B) in order for the stockholders to adopt, alter, amend, rescind or repeal any Bylaws of the Company. 
  
 TENTH: Personal liability of the directors of the Company is hereby eliminated to the fullest extent permitted
by paragraph (7) of subsection (b) of Section 102 of the GCL, as the same may be amended from time to time. 
  
 ELEVENTH: The Company shall, to the fullest extent permitted by Section 145 of the GCL, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto. 






 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment and Restatement to be signed by its duly
authorized officer, this 29th day of January, 2004. 
  

			
		
	 	 	/s/ DON A TURKLESON, SECRETARY
	 	 	

	 	 	Don A. Turkleson, Secretary