Exhibit 10.25
FORM OF WAIVER AGREEMENT NO.
9
TO CREDIT
AGREEMENT
This WAIVER AGREEMENT NO. 9 TO
CREDIT AGREEMENT (this “Waiver”), dated as of
January 23, 2006, is made among Sabine Pass LNG, L.P., a
Delaware limited partnership (the “ Borrower ”),
Société Générale, in its capacity as
administrative agent for the Lenders (the “ Agent
”), HSBC Bank USA, National Association, in its capacity as
collateral agent for the Lenders (the “ Collateral
Agent ”) and the Lenders party to the Credit Agreement
(as defined below).
WITNESSETH
WHEREAS, the Borrower, the Agent and
the Collateral Agent are party to a Credit Agreement dated as of
February 25, 2005 (as amended, modified and supplemented and
in effect from time to time, the “ Credit Agreement
”), pursuant to which the lenders from time to time party
thereto (the “ Lenders ”) have agreed to make
loans to the Borrower in an aggregate principal amount of up to
$822,000,000;
WHEREAS, the Borrower and Chevron
U.S.A. Inc. (“ Chevron U.S.A. ”) have entered
into a Terminal Use Agreement (as amended, modified and
supplemented and in effect from time to time, the “
Chevron TUA ”) setting forth the terms of the purchase
and provision of terminalling services between the Borrower and
Chevron U.S.A.;
WHEREAS, ChevronTexaco Corporation
(“ ChevronTexaco ”) has executed in favor of the
Borrower a Guarantee dated December 15, 2004, setting forth
the terms of the unconditional and irrevocable guaranty by
ChevronTexaco of the payment obligations of the Chevron U.S.A.
pursuant to the Chevron TUA;
WHEREAS, as a condition precedent to
the Funding Date, the Borrower is required to provide to the Agent,
a certificate of an Authorized Officer of ChevronTexaco and the
Chevron U.S.A. (the “ Certificates ”) certifying
that the Guarantee and the Chevron TUA, respectively, are in full
force and effect;
WHEREAS, pursuant to a waiver
request letter (the “ Waiver Request Letter ”)
attached hereto as Exhibit A , the Borrower has requested a
waiver of the requirements of Section 6.02(i)(i) and
(ii) of the Credit Agreement to deliver the Certificates in
order to meet the conditions precedent to the Funding
Date.
NOW THEREFORE, in consideration of
the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
Section 1. Definitions .
Capitalized terms (including those used in the preamble and the
recitals above) not otherwise defined herein shall have the
meanings assigned
Waiver No. 9
to such terms in the Credit Agreement and the
principles of interpretation set forth therein shall apply
herein.
Section 2. Waiver .
Subject to the satisfaction of the condition set forth in
Section 3 hereof, the Agent, acting with the consent of
each Lender, hereby waives compliance with the requirements of
Section 6.02(i)(i) and (ii) of the Credit Agreement to
deliver the Certificates as a condition precedent to the Funding
Date.
Section 3. Condition
Precedent . This Waiver shall become effective on the date on
which the Agent has received counterparts of this Waiver duly
exec
