FACSIMILE: ***
FACSIMILE: *** ATTN: ***
ATTN: [
]
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
(THIS
"LETTER OF CREDIT") IN FAVOR OF CORPUS CHRISTI LIQUEFACTION, LLC, AS
BENEFICIARY, FOR AN INITIAL AMOUNT OF FIVE HUNDRED SIXTY SIX MILLION, FOUR
HUNDRED SIXTY SIX THOUSAND, FOUR HUNDRED U.S. DOLLARS ($566,466,400) (THE
"STATED AMOUNT") AT THE REQUEST AND FOR THE ACCOUNT OF BECHTEL OIL, GAS AND
CHEMICALS, INC., AS APPLICANT.
WE ARE INFORMED THAT THIS LETTER OF CREDIT IS ISSUED ON BEHALF OF THE APPLICANT
TO SUPPORT APPLICANT'S OBLIGATIONS UNDER THAT CERTAIN FIXED PRICE SEPARATED
TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF THE
CORPUS CHRISTI STAGE 1 LIQUEFACTION FACILITY, DATED AS OF [
,
20
], BY AND BETWEEN APPLICANT AND BENEFICIARY (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "AGREEMENT").
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE BY PAYMENT AGAINST THE
PRESENTATION OF YOUR DRAFT(S) DRAWN AT SIGHT ON [INSERT ISSUING BANK'S NAME AND
ADDRESS] (THE "ISSUING BANK") IN SUBSTANTIALLY THE FORM OF ANNEX I ATTACHED
HERETO AND ACCOMPANIED BY A DRAWING CERTIFICATE DULY SIGNED IN SUBSTANTIALLY THE
FORM OF ANNEX II OR ANNEX VI ATTACHED HERETO APPROPRIATELY COMPLETED. DOCUMENTS
MUST BE PRESENTED TO ISSUING BANK IN ONE LOT.
PARTIAL DRAWINGS ARE PERMITTED. ALL BANKING CHARGES UNDER THIS LETTER OF CREDIT
ARE FOR ACCOUNT OF THE APPLICANT.
THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY AND NOT IN PART, UPON
NOTICE BY BENEFICIARY TO ISSUER, IN THE FORM OF ANNEX III ATTACHED HERETO
APPROPRIATELY COMPLETED; PROVIDED, HOWEVER, THAT THIS LETTER OF CREDIT MAY NOT
BE TRANSFERRED TO ANY PERSON IF SUCH TRANSFER TO, OR DRAWING UNDER THIS LETTER
OF CREDIT BY, SUCH PERSON WOULD BE PROHIBITED OR BLOCKED UNDER ANY U.S.
EXECUTIVE ORDER, LAW OR ANY RULE OR REGULATION OF THE OFFICE OF FOREIGN ASSETS
CONTROL OF THE U.S. TREASURY DEPARTMENT OR THE U.S. COMMERCE DEPARTMENT, AND ANY
ATTEMPTED TRANSFER WHICH VIOLATES THIS PROVISION SHALL BE NULL AND VOID.
THE STATED AMOUNT SHALL BE AUTOMATICALLY AND PERMANENTLY REDUCED BY THE AMOUNT
OF ANY DRAWING RECEIVED BY BENEFICIARY PURSUANT TO THIS LETTER OF CREDIT [INSERT
ENTIRE LETTER OF CREDIT REFERENCE, ALL NUMBERS AND LETTERS].
R-1
THE STATED AMOUNT OF THIS LETTER OF CREDIT SHALL DECREASE TO AN AGGREGATE AMOUNT
OF FOUR HUNDRED TWENTY FOUR MILLION, EIGHT HUNDRED FORTY NINE THOUSAND, EIGHT
HUNDRED U.S. DOLLARS ($424,849,800) AFTER ISSUING BANK'S RECEIPT FROM
BENEFICIARY OF WRITTEN NOTICE THAT (A) SUBSTANTIAL COMPLETION OF SUBPROJECT 1
HAS OCCURRED, (B) CONTRACTOR HAS PAID ALL DELAY LIQUIDATED DAMAGES OWED FOR
SUBPROJECT 1, AND (C) CONTRACTOR HAS ACHIEVED THE PERFORMANCE GUARANTEE FOR
SUBPROJECT 1 OR PAID ALL PERFORMANCE LIQUIDATED DAMAGES FOR SUBPROJECT 1, WHICH
SHALL BE IN SUBSTANTIALLY THE FORM OF ANNEX IV ATTACHED HERETO APPROPRIATELY
COMPLETED.
THE STATED AMOUNT OF THIS LETTER OF CREDIT SHALL DECREASE TO AN AGGREGATE AMOUNT
OF TWO HUNDRED EIGHTY THREE MILLION, TWO HUNDRED THIRTY THREE THOUSAND, TWO
HUNDRED U.S. DOLLARS ($283,233,200) AFTER ISSUING BANK'S RECEIPT FROM
BENEFICIARY OF WRITTEN NOTICE THAT (A)