Sabine Pass LNG, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
Sabine Pass LNG, L.P., a Delaware limited partnership (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 1, 2006 (the “Purchase Agreement”), $550,000,000 aggregate principal amount of its 7 1/4% Senior Secured Notes due 2013 (the “2013 Notes”) and $1,482,000,000 aggregate principal amount of its 7 1/2% Senior Secured Notes due 2016 (the “2016 Notes” and, collectively with the 2013 Notes, the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by all of its future domestic subsidiaries (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, dated as of November 9, 2006 (the “Indenture”), among the Issuer, the Guarantors named therein and The Bank of New York (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees
SABINE PASS LNG, L.P. AND EACH OF THE GUARANTORS PARTY HERETOSupplemental Indenture • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
INDENTURE dated as of November 9, 2006 among Sabine Pass LNG, L.P., a Delaware limited partnership, the Guarantors (as defined) and The Bank of New York, as trustee.
AMENDED AND RESTATED PARITY LIEN SECURITY AGREEMENT Dated as of November 9, 2006 between SABINE PASS LNG, L.P., as Company and THE BANK OF NEW YORK, as Collateral TrusteeSecurity Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED PARITY LIEN SECURITY AGREEMENT, dated as of November 9, 2006 (this “Agreement”), is made between SABINE PASS LNG, L.P., a Delaware limited partnership (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as collateral trustee (the “Collateral Trustee”) on behalf of and for the benefit of the Secured Parties (defined below).
SECURITY DEPOSIT AGREEMENT dated as of November 9, 2006 by and among SABINE PASS LNG, L.P., as the Company THE BANK OF NEW YORK, in its capacity as Collateral Trustee and THE BANK OF NEW YORK, in its capacity as Depositary AgentSecurity Deposit Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This SECURITY DEPOSIT AGREEMENT, dated as of November 9, 2006 (this “Agreement”), is entered into by and among SABINE PASS LNG, L.P., a Delaware limited partnership (the “Company”), THE BANK OF NEW YORK, a New York banking corporation as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as Agent, bank and securities intermediary for the Secured Parties (in such capacity, the “Depositary Agent”).
AMENDED AND RESTATED LNG TERMINAL USE AGREEMENT between CHENIERE MARKETING, INC. and SABINE PASS LNG, L.P. Amended and Restated as of November 9, 2006LNG Terminal Use Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED LNG TERMINAL USE AGREEMENT (the “Agreement”), dated as of this 9th day of November, 2006, amending and restating that certain LNG Terminal Use Agreement effective as of March 31, 2006 (the “Effective Date”) is made by and between Cheniere Marketing, Inc. (f/k/a Cheniere LNG Marketing, Inc.), a company incorporated under the laws of Delaware with an office at 717 Texas Avenue, Suite 3100, Houston, Texas, U.S.A. 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, U.S.A. 77002 (“SABINE”).
THIRD AMENDED AND RESTATED MULTIPLE INDEBTEDNESS MORTGAGE, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT Dated as of November 9, 2006 by SABINE PASS LNG, L.P. a Delaware limited partnership, Mortgagor to and for the benefit of THE BANK OF NEW...And Security Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas
BE IT KNOWN, that on the 9th day of November, 2006, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and County set forth below, and in the presence of the undersigned competent witnesses:
November 9, 2006Cheniere Energy Inc • November 16th, 2006 • Crude petroleum & natural gas
This letter confirms our agreement with regard to the implementation of the captioned Option Agreement as it applies to the option for vaporization capacity in the Sabine Pass LNG terminal currently under construction in Cameron Parish, Louisiana. This letter does not apply to any potential option of J&S Cheniere under the Option Agreement for vaporization capacity which may be available at the Corpus Christi LNG terminal currently under development.
GUARANTEE AGREEMENTGuarantee Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • Texas
THIS GUARANTEE AGREEMENT, dated as of November 9, 2006, (this “Guarantee Agreement”), is made by CHENIERE ENERGY, INC., a Delaware corporation (the “Guarantor”), in favor of SABINE PASS LNG, L.P., a Delaware limited partnership (“Sabine Pass”).
COLLATERAL TRUST AGREEMENT dated as of November 9, 2006 among SABINE PASS LNG, L.P., SABINE PASS LNG-LP, LLC, SABINE PASS LNG-GP, INC., THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO THE BANK OF NEW YORK, as Trustee under the Indenture, THE OTHER...Collateral Trust Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of November 9, 2006 and is by and among SABINE PASS LNG, L.P., a Delaware limited partnership (the “Company”), SABINE PASS LNG-GP, INC. (“Sabine GP”), SABINE PASS LNG-LP, LLC (“Sabine LP”), THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO, THE BANK OF NEW YORK, a New York banking corporation, in its capacity as Trustee (as defined below), THE OTHER SECURED DEBT REPRESENTATIVES FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK, a New York banking corporation, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
TAX SHARING AGREEMENT Among and Between Cheniere Energy, Inc. AND Sabine Pass LNG, L.P. Dated as of November 9, 2006Tax Sharing Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • Delaware
This Tax Sharing Agreement (the “TSA”) entered into as of the 9th day of November, 2006, to be effective as set forth in Section 6.1 of this TSA, between Cheniere Energy Inc. (“Cheniere”) a Delaware corporation with its principal office at 717 Texas Avenue, Suite 3100, Houston Texas 77002, and Sabine Pass LNG, L.P., a Delaware limited partnership and its direct and indirect subsidiaries (Sabine Pass LNG, L.P., together with its subsidiaries, the “Partnership”), which may be collectively referred to hereinafter as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED PARITY LIEN PLEDGE AGREEMENT Dated as of November 9, 2006 among SABINE PASS LNG–LP, LLC and SABINE PASS LNG–GP, INC., as Pledgors SABINE PASS LNG, L.P., as the Company and THE BANK OF NEW YORK, as Collateral TrusteePledge Agreement • November 16th, 2006 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED PARITY LIEN PLEDGE AGREEMENT, dated as of November 9, 2006 (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 “Company”) THE BANK OF NEW YORK, a New York banking corporation, acting hereunder as collateral trustee (in such capacity, together with its successors and assigns in such capacity, the “Collateral Trustee”) on behalf of and for the benefit of the Secured Parties (defined below).
