Miscellaneous 58. IV LNG TERMINAL USE AGREEMENT This LNG TERMINAL USE AGREEMENT (this “Agreement”), dated as of this [ ] day of [ ] (the “Effective Date”) is made by and between J&S Cheniere S.A., a company incorporated under the laws of Switzerland with an office at Route de Saint-Cergue 9, P.O. Box 1114, CH1260, Nyon-Switzerland (“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”). RECITALS WHEREAS, SABINE intends to construct, own and operate an LNG terminal facility near the mouth of the Sabine River in Cameron Parish, Louisiana capable of performing certain LNG terminalling services, including: the berthing of LNG vessels; the unloading, receiving and storing of LNG; the regasification of LNG; and the delivery of natural gas to the Delivery Point; WHEREAS, Customer desires to purchase such LNG terminalling services from SABINE; and WHEREAS, SABINE desires to make such LNG terminalling services available to Customer and to Other Customers in accordance with the terms hereof; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties hereto and for the mutual covenants contained herein, SABINE and Customer hereby agree as follows:
Miscellaneous 58. Section 10.01. Compliance Certificates and Opinions, etc. 58 Section 10.02. Form of Documents Delivered to Indenture Trustee 59 Section 10.03. Acts of Noteholders. 60 Section 10.04. Notices 61 Section 10.05. Notices to Noteholders; Waiver 61 Section 10.06. Conflict with Trust Indenture Act 61 Section 10.07. Effect of Headings 62 Section 10.08.
Miscellaneous 58. Section 9.01 Notices 58 Section 9.02 No Waivers; Non-Exclusive Remedies 59 Section 9.03 Expenses; Indemnification 60 Section 9.04 Sharing of Set-Offs 61 Section 9.05 Amendments and Waivers 61 Section 9.06 Successors and Assigns 61 Section 9.07 Governing Law; Submission to Jurisdiction 64 Section 9.08 Counterparts; Integration; Effectiveness 64 Section 9.09 Generally Accepted Accounting Principles 64 Section 9.10 Usage 64 Section 9.11 WAIVER OF JURY TRIAL 65 Section 9.12 Confidentiality 66 Appendices and Schedules: Commitment Appendix Schedule 3.01 - Existing Letters of Credit Schedule 5.12 - Restricted Subsidiaries, Etc. Schedule 6.11 - Restrictive Agreements Schedule 6.14 - Existing Debt Exhibits: Exhibit A-1 - Form of Notice of Borrowing Exhibit A-2 - Form of Notice of Conversion/Continuation Exhibit A-3 - Form of Letter of Credit Request Exhibit A-4 - Form of Extension Letter Exhibit A-5 - Form of Notice of Term Loan Conversion Exhibit B - Form of Revolving Note Exhibit C - Form of Assignment and Assumption Agreement Exhibit D - Form of Opinion of Counsel for the Borrower