AND A DAY ON WHICH PAYMENTS CAN BE EFFECTED
ON THE FEDWIRE SYSTEM.
IF A DEMAND FOR PAYMENT MADE BY BENEFICIARY HEREUNDER DOES NOT, IN ANY INSTANCE,
CONFORM TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, THE ISSUER SHALL
GIVE BENEFICIARY AND APPLICANT PROMPT NOTICE THAT THE DEMAND FOR PAYMENT WAS NOT
EFFECTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT,
STATING THE REASONS THEREFORE AND THAT THE ISSUER WILL HOLD ANY DOCUMENTS AT
BENEFICIARY'S DISPOSAL OR UPON BENEFICIARY'S INSTRUCTIONS RETURN THE SAME TO
BENEFICIARY.
UPON BEING NOTIFIED THAT THE DEMAND FOR PAYMENT WAS NOT EFFECTED
IN CONFORMITY WITH THIS LETTER OF CREDIT, BENEFICIARY MAY ATTEMPT TO CORRECT ANY
SUCH NON-CONFORMING DEMAND FOR PAYMENT.
WE WILL PROMPTLY NOTIFY BENEFICIARY AND APPLICANT OF ANY NOTICE RECEIVED OR
ACTION FILED ALLEGING THE INSOLVENCY OR BANKRUPTCY OF THE ISSUING BANK, OR
ALLEGING ANY VIOLATIONS OF REGULATORY REQUIREMENTS WHICH COULD RESULT IN
SUSPENSION OR REVOCATION OF OUR CHARTER OR LICENSE TO DO BUSINESS.
IN THE EVENT
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WE BECOME UNABLE TO FULFILL OUR OBLIGATIONS UNDER THIS LETTER OF CREDIT FOR ANY
REASON, NOTICE SHALL BE GIVEN IMMEDIATELY TO EACH OF YOU.
FOR THE WRITTEN NOTICE SPECIFIED IN PARAGRAPH 2 OF ANNEX II, THE CONTENTS OF
SUCH NOTICE OR INVOICE, AS THE CASE MAY BE, SHALL NOT BE CONSIDERED AS A TERM OF
DRAWING.
THE ONLY PURPOSE FOR PRESENTATION OF SUCH NOTICE OR INVOICE IS TO NOTE
THE DATE ON SUCH NOTICE OR INVOICE AND TO VERIFY THAT AT LEAST TEN (10) CALENDAR
DAYS HAVE ELAPSED SINCE ISSUANCE OF THE NOTICE OR RECEIPT OF THE INVOICE.
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS ISSUED
SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993
REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 ("U.C.P."), 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 U.C.P.
[NAME OF ISSUING U.S. BANK]
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
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ANNEX I
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
DRAFT
, 20
PAY AT SIGHT 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 BECHTEL
CORPORATION.
TO:
[ISSUING BANK NAME]
[ISSUING BANK ADDRESS]
SABINE PASS LNG, L.P.
By:
Sabine Pass LNG-LP, Inc., its General Partner
By:
Name:
Title:
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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