SUM TURNKEY AGREEMENT FOR THE ENGINEERING,
PROCUREMENT AND CONSTRUCTION OF THE SABINE PASS LNG RECEIVING, STORAGE AND
REGASIFICATION TERMINAL, DATED AS OF DECEMBER 18, 2004, BY AND BETWEEN
BENEFICIARY AND BECHTEL CORPORATION ("APPLICANT") (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "AGREEMENT"), THE
UNDERSIGNED, AN OFFICER OF BENEFICIARY, DOES HEREBY CERTIFY THAT:
1.
APPLICANT OWES BENEFICIARY ANY LIABILITIES, DAMAGES, LOSSES,
COSTS OR EXPENSES ARISING OUT OF OR RELATING TO A BREACH OF ANY OBLIGATION UNDER
THE AGREEMENT OR A DEFAULT OR OTHERWISE; AND
2.
AT LEAST TEN (10) CALENDAR DAYS PRIOR TO THE DATE OF THIS
CERTIFICATE, EITHER: BENEFICIARY HAS PROVIDED WRITTEN NOTICE TO APPLICANT (A
COPY OF WHICH IS ATTACHED) STATING BENEFICIARY'S INTENT TO DRAW AGAINST THE
LETTER OF CREDIT AND THE AMOUNT TO BE DRAWN AND SPECIFYING THE GENERAL NATURE OF
SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES OWED TO BENEFICIARY FOR
SUCH BREACH OR SUCH DEFAULT OR OTHERWISE; AND
3.
BENEFICIARY IS ENTITLED TO PAYMENT OF
U.S.$[
].
YOU ARE REQUESTED TO REMIT PAYMENT OF THIS DRAWING IN IMMEDIATELY AVAILABLE
FUNDS BY WIRE TRANSFER TO THE FOLLOWING ACCOUNT:
[ACCOUNT INFORMATION]
IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED AND DELIVERED THIS CERTIFICATE
AS OF THIS
DAY OF
, 20
.
SABINE PASS LNG, L.P.
By:
Sabine Pass LNG-LP, Inc., its General Partner
By:
Name:
Title:
R-18
ANNEX III
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
FORM OF TRANSFER NOTICE
DATE:
TO:
[ISSUING BANK]
[ISSUING BANK ADDRESS]
RE:
IRREVOCABLE STANDBY LETTER OF CREDIT NO.
GENTLEMEN:
FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:
NAME OF TRANSFEREE
ADDRESS
ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF
CREDIT IN ITS ENTIRETY.
BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE AND THE TRANSFEREE SHALL HAVE THE SOLE
RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS AND WHETHER NOW EXISTING OR
HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED TO DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE HEREOF, AND FORWARD IT DIRECT TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
ENCLOSED IS REMITTANCE OF U.S.$[
] VIA CERTIFIED CHECK IN PAYMENT OF
YOUR TRANSFER COMMISSION AND IN ADDITION THERETO WE AGREE TO PAY TO YOU ON
DEMAND ANY EXPENSES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH THIS
TRANSFER.
SINCERELY,
NAME OF BENEFICIARY
AUTHORIZED NAME & TITLE
AUTHORIZED SIGNATURE
TELEPHONE NUMBER
R-19
THE ABOVE SIGNATURE, WITH TITLE AS STATED, CONFORMS WITH THAT ON FILE WITH US
AND IS AUTHORIZED FOR EXECUTION OF SUCH INSTRUMENTS.
NAME & ADDRESS OF BANK
AUTHORIZED NAME & TITLE
AUTHORIZED SIGNATURE
TELEPHONE NO.
THIS FORM MUST BE EXECUTED IN DUPLICATE.
(b)
FOR BANK USE ONLY
Confirmation of Authenticating Bank's signature performed by:
Date:
Time: