EXHIBIT 4.8
CERTIFICATE OF INCORPORATION
OF
CHENIERE LNG SERVICES, INC.
FIRST: The name of the corporation is Cheniere LNG Services, Inc.
SECOND: The address of its registered office in the State of Delaware is 2711
Centerville Road Suite 400, in the City of Wilmington, County of New Castle
19808. The name of its registered agent at such address is Corporation Service
Company.
THIRD: The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "General
Corporation Law").
FOURTH: The total number of shares of capital stock of the corporation shall be
One Thousand (1,000) shares of Common Stock of the par value of One Cent ($0.01)
per share.
The following is a statement fixing certain of the designations,
preferences and relative, participating, optional or other special
rights of the Common Stock of the corporation, and the qualifications,
limitations or restrictions thereof:
I. Common Stock
1. Dividends. The Board of Directors may, in its discretion, out
of funds legally available for the payment of dividends and at such
times and in such manner as determined by the Board of Directors,
declare and pay dividends on the Common Stock of the corporation.
2. Liquidation. In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary (each, a
"Liquidation Event"), after payment or provision for payment of the
debts and other liabilities of the corporation, the holders of the
Common Stock upon a Liquidation Event shall be entitled to receive
ratably any or all assets remaining to be paid or distributed.
3. Voting Rights. The holders of the Common Stock of the
corporation shall be entitled to one vote for each share of such stock
held by them.
II. No Preemptive Rights
No holder of shares of stock of the corporation shall have any
preemptive or other rights, except as such rights are expressly provided
by contract, to purchase or subscribe for or receive any shares of any
class, or series thereof, of stock of the corporation, whether now or
hereafter authorized, or any warrants, options, bonds, debentures or
other securities convertible into, exchangeable for or carrying any
right to purchase any shares of any class, or series thereof, of stock;
but such additional shares of stock and such warrants, options, bonds,
debentures or other securities convertible into, exchangeable for or
carrying any right to purchase any shares of any class, or series
thereof, of stock may
be issued or disposed of by the Board of Directors to such persons, and
on such terms and for such lawful consideration, as in its discretion it
shall deem advisable or as to which the corporation shall have by
binding contract agreed.
FIFTH: The name and mailing address of the directors, who shall serve until the
first annual meeting of stockholders or until successors are elected and
qualified, are as follows:
Names Address
----- -------
Charif Souki 333 Clay Street,
Suite 3400
Houston, Texas 77002
The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws. Election of directors need not
be by written ballot.
SIXTH: To the fullest extent permitted by the General Corporation Law as same
exists or may hereafter be amended, a director of the corporation shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
SEVENTH: The corporation shall have the right, subject to any express provisions
or restrictions contained in the certificate of incorporation or bylaws of the
corporation, from time to time, to amend the certificate of incorporation or any
provision thereof in any manner now or hereafter provided by law, and all rights
and powers of any kind conferred upon a director or stockholder of the
corporation by the certificate of incorporation or any amendment thereof are
subject to such right of the corporation.
EIGHTH: The corporation hereby elects not to be subject to the provisions of
Section 203 of the General Corporation Law of the State of Delaware.
NINTH: The name of the incorporator is Don Turkleson, and his mailing address is
333 Clay Street, Suite 3400, Houston, Texas 77002.
I, the undersigned, being the incorporator herein before named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring that this is my
act and deed and that the facts herein stated are true, and accordingly have
hereunto set my hand this ____ day of September, 2002.
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Don Turkleson, Incorporator
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