ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of February 25, 2005Isda Master Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
OPERATION AND MAINTENANCE AGREEMENT (SABINE PASS LNG FACILITIES) by and between Cheniere LNG O&M Services, L.P. (“Operator”) and Sabine Pass LNG, L.P. (“Owner”)Operation and Maintenance Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas • Texas
THIS OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”), dated February 25, 2005, is between Cheniere LNG O&M Services, L.P., a Delaware limited partnership with its principal place of business in Houston, Texas (“Operator”), and Sabine Pass LNG, L.P., a Delaware limited partnership with its principal place of business in Houston, Texas (“Owner”). Operator and Owner are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas • Texas
This MANAGEMENT SERVICES AGREEMENT is made this February 25, 2005 by and between Sabine Pass LNG-GP, Inc. a Delaware corporation (the “Manager”), and Sabine Pass LNG, L.P., a Delaware limited partnership (the “Project Company”). The Manager and the Project Company are sometimes individually referred to as a “Party” and, collectively, referred to as the “Parties”.
SECURED PARTY ADDITION AGREEMENTSecured Party Addition Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas
Reference is made to (i) that certain Collateral Agency Agreement, dated as of February 25, 2005 (the “Collateral Agency Agreement”), among HSBC Bank USA, National Association, in its capacity as Collateral Agent, Société Générale, in its capacity as Administrative Agent and Sabine Pass LNG, LP, as Borrower and (ii) that certain Security Agreement, dated as of February 25, 2005, among the Collateral Agent, the Administrative Agent and the Borrower.
CREDIT AGREEMENT Dated as of February 25, 2005 among SABINE PASS LNG, L.P., as the Borrower SOCIÉTÉ GÉNÉRALE, as the Agent HSBC BANK USA, NATIONAL ASSOCIATION, as the Collateral Agent and LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIMECredit Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of February 25, 2005, is made among SABINE PASS LNG, L.P., a Delaware limited partnership (the “Borrower”), each of the lenders that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement or that, pursuant to Section 11.06(b) of this Agreement, shall become a “Lender” under this Agreement (individually, a “Lender” and, collectively, the “Lenders”), Société Générale, as administrative agent for the Lenders (in such capacity, together with all successors and assigns in such capacity, the “Agent”), and HSBC Bank USA, National Association, as collateral agent for the Lenders (in such capacity, together with all successors and assigns in such capacity, the “Collateral Agent”).
SECURITY AGREEMENT Dated as of February 25, 2005 among SABINE PASS LNG, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Agent and HSBC BANK USA, NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of February 25, 2005 (this “Agreement”), is made among SABINE PASS LNG, L.P., a Delaware limited partnership (the “Borrower”), SOCIÉTÉ GÉNÉRALE as administrative agent (the “Agent”) and HSBC BANK USA, NATIONAL ASSOCIATION as collateral agent (the “Collateral Agent”) on behalf of and for the benefit of the Secured Parties.
PLEDGE AGREEMENT Dated as of February 25, 2005 among SABINE PASS LNG – LP, LLC and SABINE PASS LNG – GP, INC., as Pledgors SOCIÉTÉ GÉNÉRALE, as Agent SABINE PASS LNG, L.P., as the Borrower and HSBC BANK USA, NATIONAL ASSOCIATION, as Collateral AgentPledge Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This PLEDGE AGREEMENT, dated as of February 25, 2005 (this “Agreement”), is made among SABINE PASS LNG – LP, LLC, a Delaware limited liability company (“Sabine LP”) and SABINE PASS LNG – GP, INC., a Delaware corporation (“Sabine GP” and each of Sabine LP and Sabine GP, a “Pledgor” and, collectively, the “Pledgors”), SABINE PASS LNG, L.P., a Delaware limited partnership (the “Borrower”), SOCIÉTÉ GÉNÉRALE, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) and HSBC BANK USA, NATIONAL ASSOCIATION, acting hereunder as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) on behalf of and for the benefit of the Secured Parties.
HSBC Bank USA, National Association New York, NY 10018 Fax: (212) 525-0673Confirmation • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
SECURED PARTY ADDITION AGREEMENTSecured Party Addition Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas
Reference is made to (i) that certain Collateral Agency Agreement, dated as of February 25, 2005 (the “Collateral Agency Agreement”), among HSBC Bank USA, National Association, in its capacity as Collateral Agent, Société Générale, in its capacity as Administrative Agent and Sabine Pass LNG, LP, as Borrower and (ii) that certain Security Agreement, dated as of February 25, 2005, among the Collateral Agent, the Administrative Agent and the Borrower.
HSBC Bank USA, National Association New York, NY 10018 Fax: (212) 525-0673Confirmation • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
COLLATERAL AGENCY AGREEMENT among HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as Collateral Agent and Securities Intermediary SOCIÉTÉ GÉNÉRALE, in its capacity as Administrative Agent SABINE PASS LNG, L.P., as Borrower Dated as of February...Collateral Agency Agreement • March 2nd, 2005 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
COLLATERAL AGENCY AGREEMENT (the “Agreement”), dated as of February 25, 2005 among SABINE PASS LNG, L.P., a Delaware limited partnership (the “Borrower”), HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as Collateral Agent (the “Collateral Agent”) and Securities Intermediary (the “Securities Intermediary”), and SOCIÉTÉ GÉNÉRALE, in its capacity as Administrative Agent (the “Administrative Agent”).
