Business Context and Reporting Period
This Form 8-K Current Report was filed by Cheniere Energy Partners, L.P. on April 6, 2009, covering events occurring on March 31, 2009. The filing reports the entry into a material definitive agreement regarding director indemnification.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance agreements rather than financial performance.
Material Changes
On March 31, 2009, the Board of Directors of Cheniere Energy Partners GP, LLC approved a form of Indemnification Agreement. The Company is authorized to enter into this agreement with each of its directors.
Management Commentary and Agreements
- Scope of Indemnification: The agreement covers expenses and claims incurred by directors resulting from actions taken or not taken on behalf of the Company while serving in various capacities.
- Payment Terms: Indemnification is to be paid within 25 days after demand.
- Exclusions: Indemnification is generally not provided for claims brought by the director (unless approved or required by law), claims under Section 16(b) of the Securities Exchange Act of 1934, or cases involving a final judgment of bad faith, fraud, willful misconduct, or criminal knowledge of unlawfulness.
- Legal Basis: Coverage is provided to the extent permitted by law, the Company's certificate of formation, and limited liability company agreement, ensuring scope is not less than what existed on the agreement date.
Investor Verification Checklist
- Review the full text of the Form of Indemnification Agreement filed as Exhibit 10.1.
- Verify the specific terms regarding the 25-day payment window for indemnification demands.
- Confirm the alignment of the agreement with the Delaware Limited Liability Company Act and the Company's certificate of formation.