Exhibit 10.53
Execution
Version
ASSIGNMENT, ASSUMPTION,
CONSENT AND RELEASE AGREEMENT
This ASSIGNMENT, ASSUMPTION, CONSENT
AND RELEASE AGREEMENT (this “ Agreement ”) is
made and entered into as of the 26th day of March, 2007 (the
“ Assignment Date ”), by and among Cheniere LNG
O&M Services, L.P., a Delaware limited partnership (the “
Assignor ”), Cheniere Energy Partners GP, LLC, a
Delaware limited liability company (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 O&M
Agreement (as defined below).
RECITALS
WHEREAS, the Assignor and the Owner
have entered into that certain Operation and Maintenance Agreement,
dated February 25, 2005 (the “ O&M Agreement
”), pursuant to which the Owner contracted with the Assignor
for operation and maintenance services to be provided at the Sabine
Pass LNG Terminal, the Owner’s facilities for the receipt,
storage and regasification, and send-out of natural gas, located in
Cameron Parish, Louisiana;
WHEREAS, after the execution of the
O&M Agreement, the Assignee was formed to serve as the general
partner of Cheniere Energy Partners, L.P., the indirect parent of
the Owner;
WHEREAS, the Assignor desires to
assign to the Assignee all of the Assignor’s rights, title
and interests in, to and under the O&M Agreement;
WHEREAS, pursuant to Article XV of
the O&M Agreement, Assignor is required to obtain a prior
written consent of the Owner and any requisite Governmental
Approval with respect to the assignment and acceptance of the
O&M Agreement; and
WHEREAS, the Assignee desires to
assume the duties and obligations of the Assignor under the O&M
Agreement.
NOW, THEREFORE, in consideration of
the premises and the mutual promises, representations, warranties
and covenants set forth herein, the parties hereto hereby agree as
follows:
1. Assignment of O&M
Agreement . Assignor hereby conveys and assigns to Assignee,
its successors and assigns, all of its rights, title and interests
in, to and under the O&M Agreement.
2. Assumption of O&M
Agreement . Assignee hereby undertakes, accepts and assumes the
assignment of the O&M Agreement and assumes all duties and
obligations of the Assignor under the O&M Agreement and
covenants to perform and discharge the same as the Assignee of the
Assignor.
1
3. Consent and Release . The
Owner hereby consents to the assignment and assumption of the
O&M Agreement, as set forth in Sections 1 and 2, above, and
hereby releases the Assignor from all its duties and obligations
with respect to the O&M Agreement.
4. Covenants .
(a) Indemnification
.
(1) Assignee shall hold Assignor
harmless from, and hereby indemnifies Assignor against any and all
claims, costs, penalties, damages, losses, liabilities and expenses
(including reasonable attorneys’ fees) that may at any time
be incurred by Assignor as a result of acts, omissions or
occurrences relating to the O&M Agreement which occur, accrue
or arise after the Assignment Date.
(2) Assignor shall be responsible
for, and hereby indemnifies and holds Assignee harmless from and
against, any and all claims, costs, penalties, damages, losses,
liabilities and expenses (including reasonable attorneys’
fees) that may at any time be incurred by Assignee as a result of
acts, omissions or occurrences relating to the O&M Agreement
which occur, accrue or arise prior to the Assignment Date, but only
to the extent that Assignor is liable for same as provided in the
O&M Agreement.
(b) Right to Proceed
.
(1) Assignee shall retain the right
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