Confirmations between HSBC Bank USA, National Association and Sabine Pass LNG



 Exhibit 10.5 
 

 
 HSBC Bank USA, National Association 
 452 Fifth Avenue 
 New York, NY 10018 
 Fax:
(212) 525-0673 
 July 21, 2006 
 Sabine
Pass LNG, L.P. 
 717 Texas Ave. 
 Houston, TX 77002 
  

	Attn:	Graham McArthur 

 Phone: 832-204-2290

 Fax: 713-659-5459 
 Email: gmcarthur@cheniere.com 
 Dear Sir or Madam: 
 The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date
specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. 
  

	1.	The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 

 This Confirmation 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
HSBC Bank USA, National Association (“Party A”) and Sabine Pass LNG, L.P. (“Party B”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 
 Each of Party A and Party B represents to the other that it has entered into this Transaction in reliance upon such tax, accounting, regulatory, legal,
and financial advice as it deems necessary and not upon any view expressed by the other. 
  

	2.	The terms of the particular Transaction to which this Confirmation relates are as follows: 

  

			
	 Notional Amount:
	  	As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation
		
	 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








 HSBC Bank USA, National Association 
  

			
	 Fixed Amounts:
	  	
		
	 Fixed Rate Payer:
	  	Party B
		
	 Fixed Rate Payer
	  	
		
	 Payment Dates:
	  	The 25th calendar day of each March and September, commencing on March 25, 2007 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following
Business Day Convention
		
	 Fixed Rate:
	  	5.690000 %
		
	 Fixed Rate
	  	
		
	 Day Count Fraction:
	  	Actual/360
		
	 Floating Amounts:
	  	
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer
	  	
		
	 Payment Dates:
	  	The 25th calendar day of each March and September, commencing on March 25, 2007 and ending on the Termination Date, inclusive, 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 or Compounding Period if Compounding is applicable
		
	 Compounding:
	  	Inapplicable
		
	 Business Days:
	  	London and New York
		
	 Calculation Agent:
	  	Party A

  

 2 








 HSBC Bank USA, National Association 
  

			
	 3. Account Details:
	  	
		
	 Payments to Party A:
	  	HSBC Bank USA
		  	 ABA # 021-001-088

		  	 For Credit to Department 299

		  	 A/C: 000-04929-8

		  	 HSBC Derivative Products Group

		
	 Payments to Party B:
	  	Please advise

 4. Office: 
 Party A is acting through its New York Office for the purposes of this Transaction. 
 5. Please confirm that the forgoing correctly sets forth the
terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile to: 
  

			
	 HSBC Bank USA, National Association

	 Swap Documentation

	 Attention:
	  	Christian McGreevy
	 Telephone:
	  	(212) 525-8710
	 Fax:
	  	(212) 525-5517

 Please direct all settlement inquiries to: 
  

			
	 HSBC Bank USA, National Association

	 Derivative Settlements

	 Attention:
	  	Jeffrey Lombino
	 Telephone:
	  	(212) 525-5393
	 Fax:
	  	(212) 525-0561

  

 3 








 HSBC Bank USA, National Association 
 This message will be the only form of Confirmation dispatched by us. Please execute and return it to us by facsimile immediately. If you wish to exchange hard copy forms of this Confirmation, please contact us. 
  

			
	Yours sincerely,
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 Dennis J. Nevins

		 	Authorized Signature
		
	By:	 	 /s/ Tiffany Moncrieffe

		 	Authorized Signature
	
	Confirmed as of the date first written above:
	
	SABINE PASS LNG, L.P.
		
	By:	 	 /s/ Graham McArthur

	Name:	 	Graham McArthur
	Title:	 	Treasurer

 Attachment 
  

 4 








 HSBC Bank USA, National Association 
 Exhibit I 
  

					
	 For the Calculation
Periods
	  	 Notional Amount
 in USD:

	 From and including:*
	  	 To but excluding:*
	  
	 The Effective Date
	  	November 25, 2006	  	10,338,933.00
	 November 25, 2006
	  	December 25, 2006	  	22,907,984.00
	 December 25, 2006
	  	January 25, 2007	  	28,574,269.00
	 January 25, 2007
	  	February 25, 2007	  	37,895,858.00
	 February 25, 2007
	  	March 25, 2007	  	46,826,584.00
	 March 25, 2007
	  	April 25, 2007	  	60,570,346.00
	 April 25, 2007
	  	May 25, 2007	  	70,193,862.00
	 May 25, 2007
	  	June 25, 2007	  	88,165,136.00
	 June 25, 2007
	  	July 25, 2007	  	93,981,320.00
	 July 25, 2007
	  	August 25, 2007	  	105,327,117.00
	 August 25, 2007
	  	September 25, 2007	  	111,713,348.00
	 September 25, 2007
	  	October 25, 2007	  	119,675,507.00
	 October 25, 2007
	  	November 25, 2007	  	125,443,591.00
	 November 25, 2007
	  	December 25, 2007	  	141,914,888.00
	 December 25, 2007
	  	January 25, 2008	  	142,634,770.00
	 January 25, 2008
	  	February 25, 2008	  	148,153,701.00
	 February 25, 2008
	  	March 25, 2008	  	155,028,058.00
	 March 25, 2008
	  	April 25, 2008	  	157,590,065.00
	 April 25, 2008
	  	May 25, 2008	  	163,504,040.00
	 May 25, 2008
	  	June 25, 2008	  	183,468,801.00
	 June 25, 2008
	  	July 25, 2008	  	189,220,065.00
	 July 25, 2008
	  	August 25, 2008	  	195,670,330.00
	 August 25, 2008
	  	September 25, 2008	  	201,152,786.00
	 September 25, 2008
	  	October 25, 2008	  	206,376,309.00
	 October 25, 2008
	  	November 25, 2008	  	212,117,347.00
	 November 25, 2008
	  	December 25, 2008	  	230,844,731.00
	 December 25, 2008
	  	January 25, 2009	  	231,877,311.00
	 January 25, 2009
	  	February 25, 2009	  	233,268,170.00
	 February 25, 2009
	  	The Termination Date	  	275,000,000.00



	*	All dates listed above (with the exception of the Effective Date), are subject to adjustment in accordance with the Modified Following Business Day Convention


  

 5 








 

 
  

	HSBC	Bank USA, National Association 

 452 Fifth Avenue 
 New York, NY 10018 
 Fax: (212) 525-0673 
 July 21, 2006 
 Sabine
Pass LNG, L.P. 
 717 Texas Ave. 
 Houston, TX 77002 
 Attn: Graham McArthur

 Phone: 832-204-2290 
 Fax: 713-659-5459 
 Email: gmcarthur@cheniere.com 
 Dear Sir or Madam: 
 The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a
“Confirmation” as referred to in the Agreement specified below. 
  

	1.	The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 

 This Confirmation 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
HSBC Bank USA, National Association (“Party A”) and Sabine Pass LNG, L.P. (“Party B”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 
 Each of Party A and Party B represents to the other that it has entered into this Transaction in reliance upon such tax, accounting, regulatory, legal,
and financial advice as it deems necessary and not upon any view expressed by the other. 
  

	2.	The terms of the particular Transaction to which this Confirmation relates are as follows: 

  

			
	 Notional Amount:
	  	As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation
		
	 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








 GHSBC Bank USA, National Association 
  

			
	 Fixed Amounts:
	  	
		
	 Fixed Rate Payer:
	  	Party B
		
	 Fixed Rate Payer
	  	
		
	 Payment Dates:
	  	The 25th calendar day of each March and September, commencing on September 25, 2009 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified
Following Business Day Convention
		
	 Fixed Rate:
	  	5.690000 %
		
	 Fixed Rate
	  	
		
	 Day Count Fraction:
	  	Actual/360
		
	 Floating Amounts:
	  	
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer
	  	
		
	 Payment Dates:
	  	The 25th calendar day of each March and September, commencing on September 25, 2009 and ending on the Termination Date, inclusive, 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 months, provided however, for the final Calculation Period, the Designated Maturity shall be the Linear Interpolation of three months and four months
		
	 Spread:
	  	None
		
	 Floating Rate
	  	
		
	 Day Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	The first day of each Calculation Period or Compounding Period if Compounding is applicable
		
	 Compounding:
	  	Inapplicable
		
	 Business Days:
	  	London and New York

  

 2 








 HSBC Bank USA, National Association 
  

			
	 Calculation Agent:
	  	Party A
		
	 3. Account Details:
	  	
		
	 Payments to Party A:
	  	HSBC Bank USA
		  	ABA # 021-001-088
		  	For Credit to Department 299
		  	A/C: 000-04929-8
		  	HSBC Derivative Products Group
		
	 Payments to Party B:
	  	Please advise

 4. Office: 
 Party A is acting through its New York Office for the purposes of this Transaction. 
 5. Please confirm that the forgoing correctly sets forth the
terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile to: 
  

			
	HSBC Bank USA, National Association
	Swap Documentation
	Attention:	  	Christian McGreevy
	Telephone:	  	(212) 525-8710
	Fax:	  	(212) 525-5517

 Please direct all settlement inquiries to: 
  

			
	HSBC Bank USA, National Association
	Derivative Settlements
	Attention:	  	Jeffrey Lombino
	Telephone:	  	(212) 525-5393
	Fax:	  	(212) 525-0561

  

 3 








 HSBC Bank USA, National Association 
 This message will be the only form of Confirmation dispatched by us. Please execute and return it to us by facsimile immediately. If you wish to exchange hard copy forms of this Confirmation, please contact us. 
  

			
	Yours sincerely,
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Dennis J. Nevins

		 	Authorized Signature
		
	By:	 	 /s/ Tiffany Moncrieffe

		 	Authorized Signature
	
	Confirmed as of the date first written above:
	
	SABINE PASS LNG, L.P.
		
	By:	 	 /s/ Graham McArthur

	Name:	 	Graham McArthur
	Title:	 	Treasurer

 Attachment 
  

 4 








 HSBC Bank USA, National Association 
 Exhibit I 
  

					
	 For the Calculation
Periods
	  	 Notional Amount
 in USD:

	 From and including:*
	  	 To but excluding:*
	  
	 The Effective Date
	  	September 25, 2009	  	275,000,000.00
	 September 25, 2009
	  	March 25, 2010	  	279,668,745.00
	 March 25, 2010
	  	September 25, 2010	  	284,495,060.00
	 September 25, 2010
	  	March 25, 2011	  	289,484,264.00
	 March 25, 2011
	  	September 25, 2011	  	294,641,853.00
	 September 25, 2011
	  	March 25, 2012	  	299,973,510.00
	 March 25, 2012
	  	September 25, 2012	  	625,000,000.00
	 September 25, 2012
	  	March 25, 2013	  	625,000,000.00
	 March 25, 2013
	  	September 25, 2013	  	323,472,096.00
	 September 25, 2013
	  	March 25, 2014	  	316,642,080.00
	 March 25, 2014
	  	September 25, 2014	  	309,601,618.00
	 September 25, 2014
	  	March 25, 2015	  	302,303,968.00
	 March 25, 2015
	  	The Termination Date	  	294,766,974.00



	*	All dates listed above (with the exception of the Effective Date), are subject to adjustment in accordance with the Modified Following Business Day Convention


  

 5