|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
20-0466069
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
700 Milam Street, Suite 800
Houston, Texas
|
77002
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
|
|
Large accelerated filer
£
|
Accelerated filer
£
|
|||||
Non-accelerated filer
T
|
Smaller reporting company
£
|
|||||
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,783
|
|
|
$
|
5,202
|
|
Restricted cash and cash equivalents
|
14,959
|
|
|
17,386
|
|
||
Accounts and interest receivable
|
23,856
|
|
|
—
|
|
||
Accounts receivable—affiliate
|
19,328
|
|
|
1,349
|
|
||
LNG inventory
|
11,146
|
|
|
2,625
|
|
||
Prepaid expenses and other
|
8,247
|
|
|
7,018
|
|
||
Total current assets
|
92,319
|
|
|
33,580
|
|
||
|
|
|
|
||||
Non-current restricted cash and cash equivalents
|
76,106
|
|
|
76,106
|
|
||
Property, plant and equipment, net
|
1,455,057
|
|
|
1,476,174
|
|
||
Debt issuance costs, net
|
18,850
|
|
|
20,882
|
|
||
Other
|
17,265
|
|
|
14,854
|
|
||
Total assets
|
$
|
1,659,597
|
|
|
$
|
1,621,596
|
|
LIABILITIES AND PARTNERS’ DEFICIT
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable—affiliate
|
$
|
451
|
|
|
$
|
—
|
|
Accrued liabilities
|
22,027
|
|
|
19,469
|
|
||
Accrued liabilities—affiliate
|
16,121
|
|
|
2,525
|
|
||
Deferred revenue
|
26,585
|
|
|
26,540
|
|
||
Deferred revenue—affiliate
|
21,782
|
|
|
21,737
|
|
||
Other
|
1,450
|
|
|
97
|
|
||
Total current liabilities
|
88,416
|
|
|
70,368
|
|
||
|
|
|
|
||||
Long-term debt, net of discount
|
2,069,460
|
|
|
2,067,113
|
|
||
Deferred revenue
|
19,500
|
|
|
21,500
|
|
||
Deferred revenue—affiliate
|
17,173
|
|
|
14,720
|
|
||
Other non-current liabilities
|
284
|
|
|
289
|
|
||
Commitments and contingencies
|
|
|
|
|
|||
Partners' deficit
|
(535,236
|
)
|
|
(552,394
|
)
|
||
Total liabilities and partners’ deficit
|
$
|
1,659,597
|
|
|
$
|
1,621,596
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
66,326
|
|
|
$
|
66,071
|
|
|
$
|
132,387
|
|
|
$
|
132,989
|
|
Revenues—affiliates
|
|
64,087
|
|
|
63,857
|
|
|
$
|
127,906
|
|
|
127,669
|
|
|||
Total revenues
|
|
130,413
|
|
|
129,928
|
|
|
260,293
|
|
|
260,658
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating and maintenance expense
|
|
7,629
|
|
|
7,144
|
|
|
15,913
|
|
|
13,256
|
|
||||
Operating and maintenance expense—affiliate
|
|
8,873
|
|
|
2,941
|
|
|
14,921
|
|
|
5,939
|
|
||||
Depreciation expense
|
|
10,608
|
|
|
10,599
|
|
|
21,220
|
|
|
21,185
|
|
||||
General and administrative expense
|
|
495
|
|
|
374
|
|
|
1,029
|
|
|
767
|
|
||||
General and administrative expense—affiliate
|
|
3,598
|
|
|
2,377
|
|
|
6,424
|
|
|
4,690
|
|
||||
Total expenses
|
|
31,203
|
|
|
23,435
|
|
|
59,507
|
|
|
45,837
|
|
||||
Income from operations
|
|
99,210
|
|
|
106,493
|
|
|
200,786
|
|
|
214,821
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(40,199
|
)
|
|
(43,458
|
)
|
|
(80,461
|
)
|
|
(86,916
|
)
|
||||
Derivative gain (loss), net
|
|
(464
|
)
|
|
261
|
|
|
52
|
|
|
(575
|
)
|
||||
Other
|
|
9
|
|
|
39
|
|
|
34
|
|
|
79
|
|
||||
Total other expense
|
|
(40,654
|
)
|
|
(43,158
|
)
|
|
(80,375
|
)
|
|
(87,412
|
)
|
||||
Net income
|
|
$
|
58,556
|
|
|
$
|
63,335
|
|
|
$
|
120,411
|
|
|
$
|
127,409
|
|
|
|
General Partner Sabine Pass
LNG-GP, LLC
|
|
Limited Partner Sabine Pass
LNG-LP, LLC
|
|
Accumulated Other Comprehensive Income
|
|
Total
Partners’
Deficit
|
||||||||
Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
(552,394
|
)
|
|
$
|
—
|
|
|
$
|
(552,394
|
)
|
Distributions to limited partner
|
|
—
|
|
|
(149,073
|
)
|
|
—
|
|
|
(149,073
|
)
|
||||
Net income
|
|
—
|
|
|
120,411
|
|
|
—
|
|
|
120,411
|
|
||||
Capital contributions from Cheniere Partners
|
|
—
|
|
|
45,820
|
|
|
—
|
|
|
45,820
|
|
||||
Balance at June 30, 2013
|
|
$
|
—
|
|
|
$
|
(535,236
|
)
|
|
$
|
—
|
|
|
$
|
(535,236
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
120,411
|
|
|
$
|
127,409
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation
|
21,220
|
|
|
21,185
|
|
||
Amortization of debt discount
|
2,347
|
|
|
2,347
|
|
||
Amortization of debt issuance costs
|
2,083
|
|
|
2,185
|
|
||
Non-cash derivative (gain), net
|
(98
|
)
|
|
(751
|
)
|
||
Use of restricted cash and cash equivalents
|
2,427
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Deferred revenue—affiliate
|
45
|
|
|
80
|
|
||
Deferred revenue
|
(1,955
|
)
|
|
(3,481
|
)
|
||
Accounts payable and accrued liabilities
|
(1,989
|
)
|
|
1,308
|
|
||
Accounts payable and accrued liabilities—affiliate
|
9,631
|
|
|
779
|
|
||
Accounts and interest receivable
|
(23,849
|
)
|
|
—
|
|
||
Accounts receivable—affiliate
|
(17,979
|
)
|
|
(165
|
)
|
||
Other
|
697
|
|
|
(3,326
|
)
|
||
Net cash provided by operating activities
|
112,991
|
|
|
147,570
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
LNG terminal costs, net
|
(123
|
)
|
|
(2,627
|
)
|
||
Net cash used in investing activities
|
(123
|
)
|
|
(2,627
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Distributions to limited partner
|
(149,073
|
)
|
|
(146,707
|
)
|
||
Capital contributions from Cheniere Partners
|
45,820
|
|
|
—
|
|
||
Other
|
(34
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(103,287
|
)
|
|
(146,707
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
9,581
|
|
|
(1,764
|
)
|
||
Cash and cash equivalents—beginning of period
|
5,202
|
|
|
4,268
|
|
||
Cash and cash equivalents—end of period
|
$
|
14,783
|
|
|
$
|
2,504
|
|
|
June 30,
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||||
LNG terminal costs
|
|
|
|
||||
LNG terminal
|
$
|
1,641,717
|
|
|
$
|
1,641,722
|
|
LNG terminal construction-in-process
|
273
|
|
|
256
|
|
||
LNG site and related costs, net
|
152
|
|
|
156
|
|
||
Accumulated depreciation
|
(187,630
|
)
|
|
(166,539
|
)
|
||
Total LNG terminal costs, net
|
1,454,512
|
|
|
1,475,595
|
|
||
|
|
|
|
||||
Fixed assets
|
|
|
|
|
|
||
Computer and office equipment
|
424
|
|
|
368
|
|
||
Vehicles
|
599
|
|
|
550
|
|
||
Machinery and equipment
|
1,169
|
|
|
1,172
|
|
||
Other
|
750
|
|
|
759
|
|
||
Accumulated depreciation
|
(2,397
|
)
|
|
(2,270
|
)
|
||
Total fixed assets, net
|
545
|
|
|
579
|
|
||
Property, plant and equipment, net
|
$
|
1,455,057
|
|
|
$
|
1,476,174
|
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||||||||||
Fuel Derivatives liability
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
98
|
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Balance Sheet Location
|
|
June 30, 2013
|
|
December 31, 2012
|
|||||
Fuel Derivatives liability
|
Other current liabilities
|
|
$
|
200
|
|
|
$
|
98
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||||
Fuel Derivatives gain (loss) (1)
|
$
|
(464
|
)
|
|
$
|
261
|
|
|
52
|
|
|
$
|
(575
|
)
|
|
|
|
|
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet
|
|
|
||||||||||||||
Offsetting Derivative Liabilities
|
|
|
|
|
Derivative Instrument
|
|
Cash Collateral Received (Paid)
|
|
Net Amount
|
|||||||||||||||
As of June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fuel Derivatives
|
|
$
|
200
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fuel Derivatives
|
|
98
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
2016 Notes, net of discount (1)
|
|
$
|
1,649,460
|
|
|
$
|
1,781,417
|
|
|
$
|
1,647,113
|
|
|
$
|
1,824,177
|
|
2020 Notes (1)
|
|
420,000
|
|
|
427,350
|
|
|
420,000
|
|
|
437,850
|
|
|
(1)
|
The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on
June 30, 2013
and
December 31, 2012
, as applicable.
|
|
June 30,
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||||
Interest and related debt fees
|
$
|
14,959
|
|
|
$
|
16,173
|
|
LNG terminal costs
|
1,047
|
|
|
977
|
|
||
Affiliate
|
16,121
|
|
|
2,525
|
|
||
Other
|
6,021
|
|
|
2,319
|
|
||
Total accrued liabilities (including affiliate)
|
$
|
38,148
|
|
|
$
|
21,994
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2013
|
|
2012
|
||||
Long-term debt
|
|
|
|
|
||||
2016 Notes
|
|
$
|
1,665,500
|
|
|
$
|
1,665,500
|
|
2020 Notes
|
|
420,000
|
|
|
420,000
|
|
||
Total long-term debt
|
|
2,085,500
|
|
|
2,085,500
|
|
||
Long-term debt discount
|
|
|
|
|
||||
2016 Notes
|
|
(16,040
|
)
|
|
(18,387
|
)
|
||
Total long-term debt, net of discount
|
|
$
|
2,069,460
|
|
|
$
|
2,067,113
|
|
•
|
statements regarding future levels of domestic natural gas production, supply or consumption; future levels of liquefied natural gas ("LNG") imports into North America; sales of natural gas in North America or other markets; and the transportation, other infrastructure or prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
|
•
|
s
tatements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide, regardless of the source of such information, or the transportation or demand for and prices related to natural gas, LNG or other hydrocarbon products
;
|
•
|
statements regarding any agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, liquefaction or storage capacities that are, or may become, subject to such commercial arrangements;
|
•
|
statements regarding counterparties to our terminal use agreements ("TUAs") and other contracts;
|
•
|
statements regarding our business strategy, our business and operation plans or any other plans, forecasts, projections or objectives, including anticipated revenues and capital expenditures, any or all of which are subject to change;
|
•
|
statements regarding legislative, governmental, regulatory, administrative or other public body actions, requirements, permits, investigations, proceedings or decisions; and
|
•
|
any other statements that relate to non-historical or future information.
|
•
|
Overview of Business
|
•
|
Liquidity and Capital Resources
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Standards
|
•
|
Total Gas & Power North America, Inc. ("Total") has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to us aggregating approximately $125 million per year for 20 years that commenced April 1, 2009. Total, S.A. has guaranteed Total’s obligations under its TUA up to $2.5 billion, subject to certain exceptions; and
|
•
|
Chevron U.S.A. Inc. ("Chevron") has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to us aggregating approximately $125 million per year for 20 years that commenced July 1, 2009. Chevron Corporation has guaranteed Chevron’s obligations under its TUA up to 80% of the fees payable by Chevron.
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Sources of cash and cash equivalents
|
|
|
|
||||
Operating cash flow
|
$
|
112,991
|
|
|
$
|
147,570
|
|
Capital contributions from Cheniere Partners
|
45,820
|
|
|
—
|
|
||
Total sources of cash and cash equivalents
|
158,811
|
|
|
147,570
|
|
||
|
|
|
|
||||
Uses of cash and cash equivalents
|
|
|
|
|
|
||
Distributions to limited partner
|
(149,073
|
)
|
|
(146,707
|
)
|
||
Other
|
(157
|
)
|
|
(2,627
|
)
|
||
Total uses of cash and cash equivalents
|
(149,230
|
)
|
|
(149,334
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
9,581
|
|
|
(1,764
|
)
|
||
Cash and cash equivalents—beginning of period
|
5,202
|
|
|
4,268
|
|
||
Cash and cash equivalents—end of period
|
$
|
14,783
|
|
|
$
|
2,504
|
|
Hedge Description
|
|
Hedge Instrument
|
|
Contract Volumes (MMBtu)
|
|
Price Range ($/MMBtu)
|
|
Final Hedge Maturity Date
|
|
Fair Value ($)
|
|
VaR ($)
|
|||||
Fuel Derivatives
|
|
Fixed price natural gas swaps
|
|
912,000
|
|
|
$3.559 - $3.903
|
|
May 2014
|
|
$
|
(200
|
)
|
|
$
|
19
|
|
Exhibit No.
|
|
Description
|
||
10.1*
|
|
Letter Agreement, dated May 28, 2013, by and between Sabine Pass Liquefaction, LLC and Sabine Pass LNG, L.P.
|
||
|
|
|
||
31.1*
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
||
|
|
|
|
|
31.2*
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
||
|
|
|
|
|
32.1**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
|
|
|
|
101.INS+
|
|
|
XBRL Instance Document
|
|
|
|
|
|
|
101.SCH+
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
101.CAL+
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
101.DEF+
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
101.LAB+
|
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
101.PRE+
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
|
|
**
|
Furnished herewith.
|
|
|
+
|
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
SABINE PASS LNG, L.P.
|
|
By:
|
Sabine Pass LNG-GP, LLC,
|
|
its general partner
|
|
|
By:
|
/s/ JERRY D. SMITH
|
|
Jerry D. Smith
Chief Accounting Officer
|
|
(on behalf of the registrant and as principal accounting officer)
|
Date:
|
August 2, 2013
|
1)
|
If on any day during the Term, Customer fails to comply with Section 10.5, and if: (i) the aggregate quantity of Customer’s Inventory and Other Customers’ inventories falls below one million one hundred thousand (1,100,000) MMBtus ("Aggregate Minimum Inventory"); (ii) Sabine has issued timely notice to Customer that there is a material risk, after taking into account the expected dates of unloading of LNG Vessels, and the risk of delay or interruption to any such unloading, that the total quantity of LNG in the Sabine Pass Facility to be held in Customer's Inventory and Other Customers inventories will be lower than the Aggregate Minimum Inventory during the succeeding forty (40) days; and (iii) at the end of the thirty (30) day period, following Customer's receipt of Sabine's notice, none of Customer or Other Customers has arranged for delivery of LNG in the coming ten (10) days to ensure that there will be LNG in Customer’s Inventory and Other Customers’ inventories at least equal to the Aggregate Minimum Inventory; then, Sabine shall have the right to purchase a minimum inventory cure cargo, and Customer shall reimburse Sabine for costs that Sabine incurs in order to cure such minimum inventory event to the extent that such costs are not allocable to Other Customers, such costs incurred and allocations made pursuant to the relevant provisions of Other Customers’ terminal use agreements. Upon payment by Customer of all amounts
|
2)
|
If at any time during the Term: (i) Sabine has issued timely notice to Customer that, for reasons not attributable to Sabine, Sabine expects, after taking into account the expected Gas redelivery nominations and the expected dates of unloading of LNG Vessels for Customer and Other Customers, that due to boil-off, within the next forty (40), days a portion or all of the LNG held in storage in the Sabine Pass Facility will, when vaporized, produce Nonconforming Gas but only due to its high Gross Heating Value; and (ii) at the end of the thirty (30) day period following Customer's receipt of Sabine's notice, Customer and/or Other Customers have failed to arrange to cure the expected high Gross Heating Value Nonconforming Gas, then Customer shall reimburse Sabine for costs that Sabine incurs in order to cure any Nonconforming Gas event resulting from increases of gross heating value as a result of weathering to the extent that such costs are not allocable to Other Customers, such costs incurred and allocations are to be made pursuant to the relevant provisions of Other Customers’ terminal use agreements.
|
3)
|
Sabine shall issue all notices regarding Aggregate Minimum Inventory and Nonconforming Gas that may become due under any Other Customer terminal use agreement simultaneously to Customer, as if such notice provisions were provided for in the TUA.
|
4)
|
Customer’s reimbursement to Sabine as contemplated in 1 and 2 above shall be made in accordance with the invoicing and payment provision of the TUA. Except as clarified above, the rights and obligations of Customer and Sabine under the TUA shall remain in full force and effect in all respects. Prior to the date hereof, Sabine has arranged for the purchase of an LNG cargo to cure a Nonconforming Gas event and Customer agrees to reimburse Sabine for the costs that Sabine incurs in connection with such purchase that are not otherwise allocable to Other Customers pursuant to the relevant provision of Other Customers’ terminal use agreements.
|
By:
|
Sabine Pass LNG-GP, LLC, its general partner
|
|||
|
|
|
||
|
|
|
|
|
By:
|
/s/ R. Keith Teague
|
|||
Name:
|
R. Keith Teague
|
|||
Title:
|
President
|
By:
|
/s/ Meg A. Gentle
|
||
|
Meg A. Gentle, Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sabine Pass LNG, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/
Charif Souki
|
Charif Souki
|
Chief Executive Officer of Sabine Pass LNG-GP, LLC,
|
general partner of Sabine Pass LNG, L.P.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Sabine Pass LNG, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ H. Davis Thames
|
H. Davis Thames
|
Chief Financial Officer of Sabine Pass LNG-GP, LLC,
|
general partner of Sabine Pass LNG, L.P.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Charif Souki
|
Charif Souki
|
Chief Executive Officer of Sabine Pass LNG-GP, LLC,
|
general partner of Sabine Pass LNG, L.P.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ H. Davis Thames
|
H. Davis Thames
|
Chief Financial Officer of Sabine Pass LNG-GP, LLC,
|
general partner of Sabine Pass LNG, L.P.
|