EXHIBIT 10.1
ASSIGNMENT, ASSUMPTION,
CONSENT AND RELEASE AGREEMENT
[MANAGEMENT SERVICES
AGREEMENT]
This ASSIGNMENT, ASSUMPTION, CONSENT
AND RELEASE AGREEMENT (this “ Agreement ”) is
made and entered into as of the 15th day of August, 2008 (the
“ Assignment Date ”), by and among Sabine Pass
LNG- GP, Inc., a Delaware corporation (the “ Assignor
”), Cheniere LNG Terminals, Inc., a Delaware corporation (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 Management Services Agreement (as defined below).
RECITALS
WHEREAS, the Assignor and the Owner
have entered into that certain Management Services Agreement, dated
February 25, 2005 (the “ Management Services
Agreement ”), pursuant to which the Owner contracted with
the Assignor for management services in connection with the
business and operations 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 Management Services Agreement;
and
WHEREAS, the Assignee desires to
assume the duties and obligations of the Assignor under the
Management Services 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 Management
Services Agreement . Assignor hereby conveys and assigns to
Assignee, its successors and assigns, all of its rights, title and
interests in, to and under the Management Services
Agreement.
2. Assumption of Management
Services Agreement . Assignee hereby undertakes, accepts and
assumes the assignment of the Management Services Agreement and
assumes all duties and obligations of the Assignor under the
Management Services Agreement and covenants to perform and
discharge the same as the Assignee of the Assignor.
3. Consent and Release . The
Owner hereby consents to the assignment and assumption of the
Management Services 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 Management Services Agreement. The
parties hereto agree that the Management Services Agreement will
remain in full force and effect after giving effect to this
Agreement notwithstanding Section 12.6 of the Management
Services Agreement which is hereby amended to permit the
assignment, assumption and release provided in this
Agreement.
1
4. Indemnification
.
(a) 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
a
