Sabine Pass LNG, L.P. Certificate Representing Limited Partner InterestSabine Pass LNG, L.P. • November 22nd, 2006
In accordance with the provisions of the Fifth Amended and Restated Agreement of Limited Partnership of Sabine Pass LNG, L.P., as supplemented or restated from time to time (the “Partnership Agreement”), Sabine Pass LNG, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of ( ) units of limited partner interest in the Partnership (the “Limited Partner Interest”) transferable on the books of the Partnership, in person or by duly authorized attorney, only in accordance with the terms of the Partnership Agreement. The rights, preferences and limitations of the Limited Partner Interest are set forth in, and this Certificate and the Limited Partner Interest represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, th
AMENDMENT TO LNG TERMINAL USE AGREEMENTLNG Terminal Use Agreement • November 22nd, 2006 • Sabine Pass LNG, L.P.
This AMENDMENT TO LNG TERMINAL USE AGREEMENT (this “Amendment”) dated as of this 1st day of December 2005 is made by and between CHEVRON USA, INC., a company incorporated under the laws of Pennsylvania with an office at 1500 Louisiana 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, U.S.A. 77002 (“SABINE”).
Sabine Pass LNG, L.P. Certificate Representing General Partner InterestSabine Pass LNG, L.P. • November 22nd, 2006
In accordance with the provisions of the Fifth Amended and Restated Agreement of Limited Partnership of Sabine Pass LNG, L.P., as supplemented or restated from time to time (the “Partnership Agreement”), Sabine Pass LNG, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of a general partner interest in the Partnership (the “General Partner Interest”) transferable on the books of the Partnership, in person or by duly authorized attorney, only in accordance with the terms of the Partnership Agreement. The rights, preferences and limitations of the General Partner Interest are set forth in, and this Certificate and the General Partner Interest represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SABINE PASS LNG, L.P.Settlement and Purchase Agreement • November 22nd, 2006 • Sabine Pass LNG, L.P. • Delaware
The original Agreement of Limited Partnership of Sabine Pass LNG, L.P. (the “Partnership”) was entered into as of October 20, 2003 (the “Effective Date”), by and between Sabine Pass LNG-GP, Inc., a Delaware corporation, as the General Partner, and Cheniere LNG, Inc., a Delaware corporation, as a Limited Partner (the “Original Limited Partner”). Effective as of February 18, 2004, the General Partner and the Original Limited Partner adopted the Amended and Restated Agreement of Limited Partnership. Effective as of October 26, 2004, (a) the Original Limited Partner, with the consent of the General Partner, transferred all of its Units (as hereafter defined) to Sabine Pass LNG-LP Interests, LLC (the “First Successor Limited Partner”), and (b) the General Partner and the First Successor Limited Partner adopted the Second Amended and Restated Agreement of Limited Partnership (the “Second Amended Agreement”), which was also executed by the Original Limited Partner. Effective as of November 15
GUARANTY AGREEMENT From CHEVRONTEXACO CORPORATION to SABINE PASS LNG, L.P.Guaranty Agreement • November 22nd, 2006 • Sabine Pass LNG, L.P. • California
THIS GUARANTY AGREEMENT, is made and entered into as of December 15, 2004, by CHEVRONTEXACO CORPORATION (“ChevronTexaco”), a corporation organized and existing under the laws of the State of Delaware, to SABINE PASS LNG L.P., a limited partnership organized under the laws of Delaware (“Sabine Pass”),
