ISSUED
SUBJECT TO THE INTERNATIONAL STANDY PRACTICES ("ISP98"), INTERNATIONAL CHAMBER
OF COMMERCE PUBLICATION NO. 590, AND AS TO ANY MATTERS NOT SPECIFICALLY COVERED
THEREBY, THIS LETTER OF CREDIT SHALL BE GOVERNED BY THE LAWS OF TEXAS.
THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING AND SUCH
UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED OR AMPLIFIED BY REFERENCE TO ANY
DOCUMENT, INSTRUMENT, OR AGREEMENT REFERRED TO HEREIN OTHER THAN THE ISP98.
[SIGNATURE PAGE TO FOLLOW]
2
[NAME OF ISSUING U.S. BANK] BY:
NAME:
TITLE:
3
ANNEX I
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
DRAFT
, 20
PAY TO ORDER OF OURSELVES
AND
/100 U.S. DOLLARS (U.S.$
). THIS DRAFT IS
PRESENTED UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NO.
DATED
, ISSUED FOR THE ACCOUNT OF [
fill in Applicant
Name here
].
TO: [ISSUING BANK NAME]
[ISSUING BANK ADDRESS]
SABINE PASS LNG, L.P. By:
Name:
Title:
4
ANNEX II
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
DRAWING CERTIFICATE
TO: [ISSUING BANK NAME]
[ISSUING BANK ADDRESS]
RE: IRREVOCABLE STANDBY LETTER OF CREDIT NO.
GENTLEMEN:
REFERENCE IS MADE TO THAT CERTAIN IRREVOCABLE STANDBY LETTER OF CREDIT NO.
(THE "LETTER OF CREDIT") ISSUED BY YOU IN FAVOR OF SABINE PASS LNG,
L.P. ("BENEFICIARY").
IN ACCORDANCE WITH THAT CERTAIN LUMP SUM SABINE PASS LNG PROJECT (PHASE 2)
ENGINEER, PROCURE AND CONSTRUCT (EPC) LNG TANK CONTRACT, DATED AS OF
[
], 2006, BY AND BETWEEN BENEFICIARY AND
[
("APPLICANT")] (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "AGREEMENT"), THE
UNDERSIGNED, AN AUTHORIZED OFFICER OF BENEFICIARY, DOES HEREBY CERTIFY THAT:
1. CHECK APPLICABLE PROVISION:
[APPLICANT] OWES BENEFICIARY LIQUIDATED DAMAGES IN ACCORDANCE
WITH THE AGREEMENT, OR
[APPLICANT] OWES BENEFICIARY ANY OTHER LIABILITIES, DAMAGES,
LOSSES, COSTS OR EXPENSES ARISING OUT OF OR RELATING TO A BREACH OF ANY
OBLIGATION UNDER THE AGREEMENT OR A DEFAULT, AND [APPLICANT] HAS FAILED TO PAY
SAME TO BENEFICIARY WITHIN TEN (10) DAYS FOLLOWING WRITTEN DEMAND FOR PAYMENT BY
BENEFICIARY; AND
2. 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:
Name:
Title:
5
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