14. No Suspension of Phase 1 has occurred that is continuing on the date hereof.
The Borrower hereby certifies, after due inquiry, that the facts stated by the
Borrower in this Borrowing Certificate are true and complete.
- 4 -
EXHIBIT B-2
TO CREDIT AGREEMENT
SABINE PASS LNG, L.P. By:
Sabine Pass LNG - GP, Inc.
its General Partner
By:
Name:
Title:
- 5 -
EXHIBIT B-2
TO CREDIT AGREEMENT
APPENDIX I to
Borrowing Certificate
[PHASE 1 CONSTRUCTION REPORT AND PHASE 2 CONSTRUCTION REPORT]
- 6 -
EXHIBIT B-2
TO CREDIT AGREEMENT
APPENDIX II to
Borrowing Certificate
[LIST PHASE 1 PROJECT COSTS AND PHASE 2 PROJECT COSTS BY ITEM AND AMOUNT]
[COPIES OF MONTHLY INVOICES, IF NECESSARY]
- 7 -
EXHIBIT B-2
TO CREDIT AGREEMENT
APPENDIX III to
Borrowing Certificate
[DESCRIPTION OF OTHER PHASE 1 PROJECT COSTS AND PHASE 2 PROJECT COSTS
THAT WERE LISTED ON PRIOR APPENDIX II THAT ARE EXPECTED TO BE PAID
PRIOR TO PHASE 1 FINAL COMPLETION AND PHASE 2 COMPLETION, AS
APPLICABLE]
- 8 -
EXHIBIT B-2
TO CREDIT AGREEMENT
APPENDIX IV to
Borrowing Certificate
[LIST AND DESCRIBE ANY "PHASE 1 CHANGE ORDERS"]
[ATTACH EXHIBIT "A", IF NECESSARY, TO EXPLAIN ANY DEVIATIONS
FROM THE PHASE 1 CONSTRUCTION BUDGET AND SCHEDULE]
- 9 -
EXHIBIT B-2
TO CREDIT AGREEMENT
APPENDIX V to
Borrowing Certificate
LIEN WAIVERS
- 10 -
EXHIBIT B-2
TO CREDIT AGREEMENT
APPENDIX VI to
Borrowing Certificate
[LIST EACH PUNCHLIST ITEM AND COST ASSOCIATED THERETO]
[EVIDENCE OF PAYMENT RETAINAGE AMOUNTS]
[LIST EACH DISPUTED PAYMENT AMOUNT UNDER PHASE 1 EPC CONTRACT]
[CALCULATION OF EXISTING SHORTFALL OF REQUIRED DEBT SERVICE RESERVE AMOUNT]
- 11 -
EXHIBIT B-2
TO CREDIT AGREEMENT
EXHIBIT C-1
to Amended and Restated Credit Agreement
[Form of Independent Engineer's Certificate (initial borrowing of Phase 2 Loan
only)]
INDEPENDENT ENGINEER'S CERTIFICATE
Reference is made to: (i) the Amended and Restated Credit Agreement dated as of
July 21, 2006 (as amended, modified and supplemented and in effect from time to
time, the "Credit Agreement") among SABINE PASS LNG, L.P., a Delaware limited
partnership (the "Borrower"), each of the lenders from time to time party to the
Credit Agreement (the "Lenders"), SOCIÉTÉ GÉNÉRALE, as administrative 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 Lenders (in such capacity, together with its successors in such capacity,
the "Collateral Agent") and (ii) the letters dated July 1, 2004 and July 6, 2006
from Stone & Webster Management Consultants, Inc. to the lead arrangers on
behalf of the Lenders (collectively, the "Relevant Agreements"). All capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Credit Agreement.
The undersigned,
, an Authorized Officer of the Independent Engineer,
hereby certifies that:
1. The Independent Engineer has reviewed the material and data provided by
(a) the Borrower and (b) each of the Phase 2 Construction Contractors in
connection with Notice