OF
CREDIT NO.
DATED
, ISSUED FOR THE
ACCOUNT OF CHENIERE CREOLE TRAIL PIPELINE COMPANY, L.P.
TO:
[ISSUING BANK NAME]
[ISSUING BANK ADDRESS]
ILVA S.P.A.
BY:
NAME:
TITLE:
ANNEX II
STANDBY LETTER OF CREDIT NUMBER
DRAWING CERTIFICATE
DATE:
TO:
[ISSUING BANK NAME]
[ISSUING BANK ADDRESS]
RE:
STANDBY LETTER OF CREDIT NO.
GENTLEMEN:
REFERENCE IS MADE TO THAT CERTAIN STANDBY LETTER OF CREDIT NO.
(THE "LETTER OF CREDIT") ISSUED BY YOU IN FAVOR OF ILVA
S.P.A. ("BENEFICIARY").
IN ACCORDANCE WITH THAT CERTAIN PURCHASE ORDER, DATED AS OF
[
, 2006], BY AND BETWEEN BENEFICIARY AND CHENIERE CREOLE
TRAIL PIPELINE COMPANY, L.P. ("APPLICANT"), THE UNDERSIGNED, AN OFFICER OF
BENEFICIARY, DOES HEREBY CERTIFY THAT:
1. APPLICANT HAS FAILED TO PAY AMOUNTS FOR GOODS AND SERVICES (A) OWED TO
BENEFICIARY WITHIN THE TIME ALLOWED UNDER THE PURCHASE ORDER, AND (B) FOR WHICH
BENEFICIARY HAS SUBMITTED TO APPLICANT AN INVOICE (ATTACHED HERETO) IN
ACCORDANCE WITH THE PURCHASE ORDER; AND
2. BENEFICIARY HAS SHIPPED SUCH GOODS, AS EVIDENCED BY THE ATTACHED BILL OF
LADING OR BENEFICIARY HAS COATED THE GOODS, AS EVIDENCED BY THE ATTACHED TALLY
LIST, WHICHEVER IS APPLICABLE; AND
3. BENEFICIARY HAS PROVIDED WRITTEN NOTICE TO APPLICANT IN THE FORM OF ANNEX III
TO THE LETTER OF CREDIT, DATED AT LEAST THIRTY (30) DAYS AFTER THE DATE OF THE
ATTACHED INVOICE AND AT LEAST FIVE (5) CALENDAR DAYS PRIOR TO THE DATE OF THIS
DRAWING CERTIFICATE, STATING BENEFICIARY'S INTENT TO DRAW AGAINST THE LETTER OF
CREDIT AND THE AMOUNT TO BE DRAWN. A COPY OF SUCH NOTICE IS ATTACHED HERETO; AND
4. APPLICANT HAS FAILED TO CURE SUCH FAILURE TO PAY PRIOR TO THE DATE OF THIS
CERTIFICATE; AND
5. BENEFICIARY IS ENTITLED TO PAYMENT OF
U.S. DOLLARS
(U.S.$
), WHICH REPRESENTS NO MORE THAN THE AMOUNTS OWED FOR THOSE
GOODS AND SERVICES FOR WHICH PAYMENT IS OWED UNDER THE PURCHASE ORDER BUT WHICH
HAVE NOT BEEN PAID.
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
.
ILVA S.P.A.
BY:
NAME:
TITLE:
ANNEX III
STANDBY LETTER OF CREDIT NUMBER
FORM OF NOTICE TO APPLICANT
DATE:
TO:
CHENIERE CREOLE TRAIL PIPELINE COMPANY, L.P.
717 TEXAS AVENUE, SUITE 3100
HOUSTON, TEXAS 77002
UNITED STATES
ATTN: [
]
RE: Standby Letter of Credit No.
; Purchase Order, dated as
of [
], 2006, by and between Beneficiary and Cheniere Creole Trail
Pipeline Company, L.P. ("Buyer") ("Purchase Order")
To Whom It May Concern:
ILVA S.p.A. ("Seller") hereby gives Buyer notice that Buyer has failed to pay
amounts owed to Seller under the Purchase Order, generally specified as follows:
.
If Buyer does not cure such failure to pay within five (5) calendar days of
Buyer's receipt of this notice, Seller intends to draw down or collect against
the Letter of Credit in the amount of [
U.S. Dollars
(U.S.$
]).
ILVA S.p.A.
BY: