Confirmations between Societe Generale, New York and Sabine Pass LNG



 Exhibit 10.6 
 

 
 July 21, 2006 
  

							
	To:	  	Sabine Pass LNG, L.P.	  	From:	  	Societe Generale, New York
	Attn:	  	Mr. Graham McArthur	  	Attn:	  	IRD Documentation
		  	717 Texas Avenue	  	Tel:	  	212-278-7145 / 7087 / 7182
		  	Houston, TX 77002	  	Fax:	  	212-278-7650
	Tel:	  	(832) 204-2290	  		  	
	Fax:	  	(713) 659-5459	  		  	

  

	Re:	SGNY Ref # DFP0613413 

  

	Dear	Mr. McArthur: 

 The purpose of this letter agreement
(this “Confirmation”) is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the “Transaction”). 
 The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated in this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 
 This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, the 1992 ISDA Master
Agreement dated as of February 25, 2005, as amended and supplemented from time to time (the “Agreement”), between Societe Generale, New York Branch (“Party A”) and Sabine Pass LNG, L.P. (“Party B”). All provisions
contained in the Agreement govern this Confirmation except as expressly modified below. 
 1. The terms of the particular
Transaction to which this Confirmation relates are as follows: 
  

			
	 Notional Amount:
	  	See attached Notional Schedule
		
	 Trade Date:
	  	July 21, 2006
		
	 Effective Date:
	  	October 25, 2006
		
	 Termination Date:
	  	March 25, 2009, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Amounts:
	  	
		
	 Fixed Rate Payer:
	  	Party B

  

 1 









			
	 Fixed Rate Payer Payment Dates:
	  	The 25th of each March and September, commencing
March 25, 2007, up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Rate:
	  	5.690%
		
	 Fixed Rate Day Count Fraction:
	  	Actual/360
		
	 Floating Amounts:
	  	
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer Payment Dates:
	  	The 25th of each March and September, commencing March 25,
2007, up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA
		
	 Floating Rate for initial
	  	
	 Calculation Period:
	  	To be determined
		
	 Designated Maturity:
	  	One month
		
	 Spread:
	  	None
		
	 Floating Rate Day Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	The first day of each Calculation Period
		
	 Method of Averaging:
	  	Weighted
		
	 Compounding:
	  	Inapplicable
		
	 Business Days:
	  	New York and London
		
	 Calculation Agent:
	  	Party A, or as stated in the Agreement

  

 2 









	2.	Account Details 

  

			
	 Payments to Party A:
	  	Federal Reserve Bank of New York
		  	ABA 026-004-226
		  	F/O Societe Generale, NY
		  	Account No.: 9020721
		
	 Payments to Party B:
	  	PLEASE ADVISE

  

	3.	Offices: 

  

	 	(a)	The Office of Party A for the Transaction is New York; and 

  

	 	(b)	The Office of Party B for the Transaction is Houston, Texas. 

  

	4.	Non-Reliance: 

 Each party represents that (i) it is
not relying upon any advice (whether written or oral) of the other party to this Transaction, other than the representations expressly set forth in the Agreement or this Confirmation; (ii) it has made its own decisions in entering into this
Transaction based upon advice from such professional advisors as it has deemed necessary; and (iii) it understands the terms, conditions and risks of this Transaction and is willing to assume (financially and otherwise) those risks. 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing one copy of this Confirmation and returning it to us.

  

			
	 Yours sincerely,

	
	 SOCIETE GENERALE,

	 NEW YORK BRANCH

		
	 By:
	 	 /s/ Liliana Gowdie

	 Name:
	 	Liliana Gowdie
	 Title:
	 	Vice President
		
	 By:
	 	 /s/ Stacey Hughes

	 Name:
	 	Stacey Hughes
	 Title:
	 	Managing Director


 Confirmed as of the date first written above: 
  

			
	SABINE PASS LNG, L.P.
		
	By:	 	 /s/ Graham McArthur

	Name:	 	Graham McArthur
	Title:	 	Treasurer

  

 3 








 NOTIONAL SCHEDULE 
  

									
	Period Start
Date	 	Period End
Date	 	Rate Reset
Date	 	Payment
Date	 	Notional
Amount (USD)
	10/25/2006	 	11/27/2006	 	10/23/2006	 		 	10,338,933
	11/27/2006	 	12/27/2006	 	11/23/2006	 		 	22,907,984
	12/27/2006	 	1/25/2007	 	12/21/2006	 		 	28,574,269
	1/25/2007	 	2/26/2007	 	1/23/2007	 		 	37,895,858
	2/26/2007	 	3/26/2007	 	2/22/2007	 	3/26/2007	 	46,826,584
	3/26/2007	 	4/25/2007	 	3/22/2007	 		 	60,570,346
	4/25/2007	 	5/25/2007	 	4/23/2007	 		 	70,193,862
	5/25/2007	 	6/25/2007	 	5/23/2007	 		 	88,165,136
	6/25/2007	 	7/25/2007	 	6/21/2007	 		 	93,981,320
	7/25/2007	 	8/28/2007	 	7/23/2007	 		 	105,327,117
	8/28/2007	 	9/25/2007	 	8/23/2007	 	9/25/2007	 	111,713,348
	9/25/2007	 	10/25/2007	 	9/21/2007	 		 	119,675,507
	10/25/2007	 	11/26/2007	 	10/23/2007	 		 	125,443,591
	11/26/2007	 	12/27/2007	 	11/22/2007	 		 	141,914,888
	12/27/2007	 	1/25/2008	 	12/21/2007	 		 	142,634,770
	1/25/2008	 	2/25/2008	 	1/23/2008	 		 	148,153,701
	2/25/2008	 	3/25/2008	 	2/21/2008	 	3/25/2008	 	155,028,058
	3/25/2008	 	4/25/2008	 	3/19/2008	 		 	157,590,065
	4/25/2008	 	5/27/2008	 	4/23/2008	 		 	163,504,040
	5/27/2008	 	6/25/2008	 	5/22/2008	 		 	183,468,801
	6/25/2008	 	7/25/2008	 	6/23/2008	 		 	189,220,065
	7/25/2008	 	8/26/2008	 	7/23/2008	 		 	195,670,330
	8/26/2008	 	9/25/2008	 	8/21/2008	 	9/25/2008	 	201,152,786
	9/25/2008	 	10/27/2008	 	9/23/2008	 		 	206,376,309
	10/27/2008	 	11/25/2008	 	10/23/2008	 		 	212,117,347
	11/25/2008	 	12/29/2008	 	11/21/2008	 		 	230,844,731
	12/29/2008	 	1/26/2009	 	12/23/2008	 		 	231,877,311
	1/26/2009	 	2/25/2009	 	1/22/2009	 		 	233,268,170
	2/25/2009	 	3/25/2009	 	2/23/2009	 	3/25/2009	 	275,000,000

  

 4 








 

 
 July 21, 2006 
  

							
	To:	  	Sabine Pass LNG, L.P.	  	From:	  	Societe Generale, New York
	Attn:	  	Mr. Graham McArthur	  	Attn:	  	IRD Documentation
		  	717 Texas Avenue	  	Tel:	  	212-278-7145 / 7087 / 7182
		  	Houston, TX 77002	  	Fax:	  	212-278-7650
	Tel:	  	(832) 204-2290	  		  	
	Fax:	  	(713) 659-5459	  		  	

  

	Re:	SGNY Ref # DFP0613416 

  

	Dear	Mr. McArthur: 

 The purpose of this letter agreement
(this “Confirmation”) is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the “Transaction”). 
 The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated in this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 
 This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, the 1992 ISDA Master
Agreement dated as of February 25, 2005, as amended and supplemented from time to time (the “Agreement”), between Societe Generale, New York Branch (“Party A”) and Sabine Pass LNG, L.P. (“Party B”). All provisions
contained in the Agreement govern this Confirmation except as expressly modified below. 
 1. The terms of the particular
Transaction to which this Confirmation relates are as follows: 
  

			
	 Notional Amount:
	  	See attached Notional Schedule
		
	 Trade Date:
	  	July 21, 2006
		
	 Effective Date:
	  	March 25, 2009
		
	 Termination Date:
	  	July 1, 2015, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Amounts:
	  	
		
	 Fixed Rate Payer:
	  	Party B

  

 1 









			
	 Fixed Rate Payer Payment Dates:
	  	The 25th of each March and September, commencing
September 25, 2009, up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Rate:
	  	5.690%
		
	 Fixed Rate Day Count Fraction:
	  	Actual/360
		
	Floating Amounts:	  	
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer Payment Dates:
	  	The 25th of each March and September, commencing September
25, 2009, up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA
		
	 Floating Rate for initial
	  	
	 Calculation Period:
	  	To be determined
		
	 Designated Maturity:
	  	Six month, except for the final Calculation Period which shall be linearly interpolated
		
	 Spread:
	  	None
		
	 Floating Rate Day Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	The first day of each Calculation Period
		
	 Compounding:
	  	Inapplicable
		
	Business Days:	  	New York and London
		
	Calculation Agent:	  	Party A, or as stated in the Agreement
	
	2. Account Details
		
	 Payments to Party A:
	  	Federal Reserve Bank of New York
		  	ABA 026-004-226
		  	F/O Societe Generale, NY
		  	Account No.: 9020721

  

 2 









			
	 Payments to Party B:
	  	PLEASE ADVISE

  

	3.	Offices: 

  

	 	(a)	The Office of Party A for the Transaction is New York; and 

  

	 	(b)	The Office of Party B for the Transaction is Houston, Texas. 

  

	4.	Non-Reliance: 

 Each party represents that (i) it is
not relying upon any advice (whether written or oral) of the other party to this Transaction, other than the representations expressly set forth in the Agreement or this Confirmation; (ii) it has made its own decisions in entering into this
Transaction based upon advice from such professional advisors as it has deemed necessary; and (iii) it understands the terms, conditions and risks of this Transaction and is willing to assume (financially and otherwise) those risks. 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing one copy of this Confirmation and returning it to us.

  

			
	Yours sincerely,
	
	SOCIETE GENERALE,
	NEW YORK BRANCH
		
	By:	 	 /s/ Liliana Gowdie

	Name:	 	Liliana Gowdie
	Title:	 	Vice President
		
	By:	 	 /s/ Stacey Hughes

	Name:	 	Stacey Hughes
	Title:	 	Managing Director


  

			
	 Confirmed as of the date first written above:

	
	 SABINE PASS LNG, L.P.

		
	 By:
	 	 /s/ Graham McArthur

	 Name:
	 	Graham McArthur
	 Title:
	 	Treasurer

  

 3 








 NOTIONAL SCHEDULE 
  

					
	Period Start
Date	 	Period End
Date	 	 Notional Amount
 (USD)

	3/25/2009	 	9/25/2009	 	275,000,000.00
	9/25/2009	 	3/25/2010	 	279,668,745.00
	3/25/2010	 	9/27/2010	 	284,495,060.00
	9/27/2010	 	3/25/2011	 	289,484,264.00
	3/25/2011	 	9/26/2011	 	294,641,853.00
	9/26/2011	 	3/26/2012	 	299,973,510.00
	3/26/2012	 	9/25/2012	 	625,000,000.00
	9/25/2012	 	3/25/2013	 	625,000,000.00
	3/25/2013	 	9/25/2013	 	323,472,096.00
	9/25/2013	 	3/25/2014	 	316,642,080.00
	3/25/2014	 	9/25/2014	 	309,601,618.00
	9/25/2014	 	3/25/2015	 	302,303,968.00
	3/25/2015	 	7/1/2015	 	294,766,974.00

  

 4