Exhibit 4.1
CUSIP/CINS 785583 AG 0 /
US785583AG03
7
1 / 2 % Senior Secured Notes due
2016
SABINE PASS LNG, L.P.
promises to pay to CEDE &
CO. or registered assigns,
the principal sum of One Hundred
Eighty-Three Million, Five Hundred Thousand DOLLARS on
November 30, 2016.
Interest Payment Dates: May 30
and November 30
Record Dates: May 15 and
November 15
Dated: September 15,
2008.
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SABINE PASS
LNG, L.P.
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By:
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Sabine Pass LNG–GP, Inc.,
its general partner
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By:
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Name:
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Don A.
Turkleson
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Title:
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Chief Financial
Officer
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This is one of the Notes referred to
in the within-mentioned
Indenture:
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THE BANK OF NEW YORK MELLON,
as Trustee
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By:
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Authorized
Signatory
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A1-1
7
1 / 2 % Senior Secured Notes due
2016
THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS SECURITY (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS SECURITY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE
A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF
AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT, (III) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL
NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS
WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT.
A1-2
Capitalized terms used herein have
the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.
(1) I
NTEREST
. Sabine Pass LNG,
L.P., a Delaware limited partnership (the “Company”),
promises to pay interest on the principal amount of this Note at
7 1
/
2 % per annum from
May 30, 2008 until maturity. The Company will pay interest
semi-annually in arrears on May 30 and November 30 of
each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “ Interest Payment
Date ”). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has
been paid, from May 30, 2008 ; provided that if there is no
existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be
November 30, 2008. The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate
then in effect to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the
same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
(2) M ETHOD O F P AYMENT . The
Company will pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of
business on the May 15 or November 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes will be payable as to principal,
premium and interest at the office or agency of the Paying Agent or
Registrar maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium on,
all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying
Agent. Such payment will be in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts.
(3) P AYING A GENT A ND R EGISTRAR . Initially, The Bank of New York Mellon, the
Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.
(4) I NDENTURE A ND S ECURITY D OCUMENTS . The Company issued the Notes under an
Indenture dated as of November 9, 2006 (the “
Indenture ”) among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the
TIA. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are secured
obligations of the Company. The Notes are secured by a pledge of
Shared Collateral (as defined in the Indenture) pursuant to the
Security Documents (including, without limitation, the Collateral
Trust Joinder Agreement and the Additional Secured Debt
Designation) referred to in the Indenture. The Indenture does not
limit the aggregate principal amount of Notes that may be issued
thereunder.
(5) O PTIONAL R EDEMPTION .
(a) The Company may redeem all or a
part of the Notes, at any time and from time to time, upon not less
than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a
redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium, and accrued and unpaid
interest to the date of redemption (the “ Redemption
Date ”), subject to the rights of Holders of Notes on the
relevant record date to receive interest due on the relevant
interest payment date.
A1-3
(b) Notwithstanding the provisions
of subparagraph (a) of this Paragraph 5, at any time prior to
November 30, 2009, the Company may redeem up to 35% of the
aggregate original principal amount of the Notes issued under the
Indenture at a redemption price of 107.50% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date,
with the net cash proceeds of one or more Equity Offerings;
provided that at least 65% in aggregate principal amount of
the Notes originally issued on the Issue Date (excluding Notes held
by the Company and its Affiliates) remains outstanding immediately
after the occurrence of such redemption and that such redemption
occurs within 90 days of the date of the closing of such Equity
Offering.
(6) M ANDATORY R EDEMPTION .
The Company is not required to make
mandatory redemption or sinking fund payments with respect to the
Notes.
(7) R EPURCHASE