TO THE COLLATERAL AGENT AND EACH HOLDER OF A NOTE THEN
OUTSTANDING), AS THE DULY AUTHORIZED AGENT FOR RECEIPT OF SERVICE OF LEGAL
PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PARTIES TO BRING
PROCEEDINGS IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW.
6.19 WAIVER OF JURY TRIAL. AS AMONG EACH PLEDGOR, THE BORROWER AND THE
COLLATERAL AGENT AND AS TO THIS AGREEMENT AND EACH FINANCING DOCUMENT AND
PROJECT DOCUMENT TO WHICH SUCH PERSONS ARE A PARTY, EACH PLEDGOR, THE BORROWER
AND THE COLLATERAL AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN
CONNECTION WITH THIS AGREEMENT, AND ANY SUCH FINANCING DOCUMENT.
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EXHIBIT E
TO CREDIT AGREEMENT
6.20 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, ARE
GOVERNED BY THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
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EXHIBIT E
TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
duly executed and delivered as of the day and year first above written.
SABINE PASS LNG - LP, LLC
By:
Name:
Title:
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EXHIBIT E
TO CREDIT AGREEMENT
SABINE PASS LNG - GP, INC.
By:
Name:
Title:
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EXHIBIT E
TO CREDIT AGREEMENT
HSBC BANK USA, NATIONAL ASSOCIATION,
as Collateral Agent
By:
Name:
Title:
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EXHIBIT E
TO CREDIT AGREEMENT
SABINE PASS LNG, L.P.,
as Borrower
By:
Name:
Title:
- 22 -
EXHIBIT E
TO CREDIT AGREEMENT
SOCIÉTÉ GÉNÉRALE,
as Agent
By:
Name:
Title:
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EXHIBIT E
TO CREDIT AGREEMENT
EXHIBIT F
to Amended and Restated Credit Agreement
TERMS OF SUBORDINATION
Section 1. Definitions. Terms used in these Terms of Subordination and not
defined in these Terms of Subordination shall have the meanings assigned to such
terms in the Credit Agreement, as defined below. The following terms shall have
the following respective meanings:
"Borrower" shall mean Sabine Pass LNG, L.P., a Delaware limited partnership.
"Credit Agreement" shall mean the Credit Agreement dated as of February 25, 2005
among the Borrower, each of the lenders party to the Credit Agreement (the
"Lenders"), SOCIÉTÉ GÉNÉRALE, as agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Agent") and HSBC BANK USA,
NATIONAL ASSOCIATION as collateral agent for the secured parties specified
therein (in such capacity, the "Collateral Agent"), as amended, amended and
restated, novated or supplemented from time to time.
"Secured Obligations" shall mean, as at any date, the sum, computed without
duplication, of the following: (a) the aggregate outstanding principal amount of
the Loans plus all accrued interest on such amount plus (b) all