Exhibit 10.1
CONSENT AND WAIVER NO.
1
TO CREDIT
AGREEMENT
This CONSENT AND WAIVER NO. 1 TO
CREDIT AGREEMENT (this “ Consent and Waiver ”),
dated as of April 4, 2005, 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
”) and HSBC Bank USA, National Association, in its capacity
as collateral agent for the Lenders (the “ Collateral
Agent ”).
W I T N E S
S E T H
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
$822,000,000;
WHEREAS, the Borrower has requested
that the provisions of the EPC Contract and the Credit Agreement
requiring the Borrower and the EPC Contractor to procure certain
insurance coverage no later than the Notice to Proceed be amended
to permit such coverage to be procured within 60 days of the date
on which the Borrower issues the Notice to Proceed;
WHEREAS, the Borrower desires to
conduct certain preliminary planning work in connection with a
potential expansion of the Project as more fully described in the
waiver request letter (the “ Waiver Request Letter
”) attached hereto as Exhibit A (the “ Expansion
Preparation ”);
WHEREAS, pursuant to the Waiver
Request Letter, the Borrower has requested that the Lenders (i)
consent to a modification to the EPC Contract and a waiver of
certain provisions of the Credit Agreement to extend the time
period for the procurement of insurance and (ii) waive certain
provisions of the Credit Agreement to permit the Expansion
Preparation;
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 to such terms in the Credit Agreement and the
principles of interpretation set forth therein shall apply
herein.
Section 2. Consent . The
Agent, acting with the consent of the Majority Lenders, hereby
consents to (a) the Borrower entering into a modification of
paragraph 1B of Attachment O to the EPC Contract and (b) a waiver
of compliance with the provisions of Schedule 8.05 of the Credit
Agreement, solely to the extent such modification and waiver
extend
the date by which the Borrower and the EPC
Contractor are required to procure the insurance set forth therein
from Notice to Proceed to a date which is no more than 60 days
following issuance of Notice to Proceed.
Section 3. Waiver . The
Agent, acting with the consent of the Majority Lenders, hereby
waives compliance with Sections 7.11 and 8.17 of the Credit
Agreement solely to the extent necessary to permit the Borrower to
conduct the Expansion Preparation as expressly contemplated by the
Waiver Request Letter and all activities reasonably incidental
thereto, provided that (i) all costs and expenses incurred
in connection with such Expansion Preparation and reasonably
incidental activities shall be funded by third parties and shall
not be paid out of the Equity Contribution Amount or proceeds of
the Loans and (ii) other than as provided in Section 2 hereof,
nothing herein shall be construed as a consent to or a waiver of
the Lenders’ or Agent’s rights pursuant to Sections
8.20 or 8.21 of the Credit Agreement.
Section 4. Effectiveness .
This Consent and Waiver shall become effective upon receipt by the
Agent of the counterparts of this Consent and Waiver duly executed
and delivered by each of the Borrower, the Agent and the Collateral
Agent.
Section 5. Miscellaneous
.
(a) Limited
Waiver.
(i) Except as expressly consented to
or waived hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement
and the other Fi
