0001104659-04-035692 Sample Contracts

PARENT GUARANTEE
Parent Guarantee • November 15th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

Guarantee, dated as of 5 November, 2004, by TOTAL S.A., a corporation organized under the laws of France (the “Guarantor”), in favor of SABINE PASS LNG, L.P., a limited partnership organized under the laws of the state of Delaware, U.S.A. (“Guaranteed Party”).

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OMNIBUS AGREEMENT
Omnibus Agreement • November 15th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This OMNIBUS AGREEMENT (this “Agreement”), dated as of this 2nd day of September, 2004 (the “Effective Date”), is made by and between TOTAL LNG USA, INC., a company incorporated under the laws of the state of Delaware, with a place of business at One Memorial City Plaza, 800 Gessner, Suite 700, Houston, Texas U.S.A. 77024 (“Customer”) and SABINE PASS LNG, L.P., a Delaware limited partnership with a place of business at 717 Texas Avenue, Suite 3100, Houston, Texas, U.S.A. 77002 (“SABINE”). Customer and SABINE are each sometimes referred to herein as a “Party” and are together sometimes referred to herein as the “Parties”.

OMNIBUS AGREEMENT
Omnibus Agreement • November 15th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This OMNIBUS AGREEMENT (this “Agreement”), dated as of this 8th day of November, 2004 (“Effective Date”), is made by and between Chevron U.S.A., Inc., a Pennsylvania corporation with a place of business at 1111 Bagby Street, Houston, Texas 77002 (“Customer”); and Sabine Pass LNG, L.P., a Delaware limited partnership with a place of business at 717 Texas Avenue, Suite 3100, Houston, Texas, 77002 (“SABINE”).

LNG TERMINAL USE AGREEMENT between TOTAL LNG USA, INC. and SABINE PASS LNG, L.P. dated September 2, 2004
LNG Terminal Use Agreement • November 15th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This LNG TERMINAL USE AGREEMENT (the “Agreement”), dated as of this 2nd day of September, 2004 (the “Effective Date”), is made by and between TOTAL LNG USA, INC., a company incorporated under the laws of Delaware with its principal office at One Memorial City Plaza, 800 Gessner, Suite 700, Houston, Texas U.S.A. 77024 (“Customer”); and SABINE PASS LNG, L.P., a Delaware limited partnership with a place of business at 717 Texas Avenue, Suite 3100, Houston, Texas, U.S.A. 77002 (“SABINE”).

LNG TERMINAL USE AGREEMENT between CHEVRON U.S.A. INC. and SABINE PASS LNG, L.P. dated November 8, 2004
LNG Terminal Use Agreement • November 15th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York

This LNG TERMINAL USE AGREEMENT (“Agreement”), dated as of this 8th day of November, 2004 (“Effective Date”) is made by and between Chevron U.S.A. Inc., a company incorporated under the laws of the state of Pennsylvania with an office at 1111 Bagby Street, Houston, Texas 77002 (“Customer”); and Sabine Pass LNG, L.P., a Delaware limited partnership with a place of business at 717 Texas Avenue, Suite 3100, Houston, Texas, 77002 (“SABINE”). Capitalized terms defined in Article 1 of Part Two of this Agreement shall have the meaning assigned therein for all purposes of this Agreement.

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