Novation Confirmation 9233022



 Exhibit 10.5 
  

					
	

	  	CREDIT SUISSE FIRST BOSTON INTERNATIONAL
	  	 	  	 
			
	 	  	 One Cabot Square,
 London E14 4QJ
	  	 Telephone 020 7888 8888
 www.csfb.com


  
 Novation
Confirmation 
  

			
	Date:	 	6 September 2005
		
	To:	 	Cheniere Energy Inc.
		
	To:	 	Cheniere LNG Holdings, LLC
		
	From:	 	Credit Suisse First Boston International (“CSFBi”)
		
	Re:	 	Novation Transaction

  
 External ID: 9233022 
  
 Dear Sir/Madam: 
  
 The purpose of this letter is to confirm the terms and conditions of the Novation Transaction entered into between the
parties and effective from the Novation Date specified below. This Novation Confirmation constitutes a “Confirmation” as referred to in the New Agreement specified below. 
  
 This Confirmation amends, restates and supersedes in its entirety all Confirmations dated prior to the date hereof in respect of this
Transaction. 
  
 1. The definitions and provisions contained
in the 2004 ISDA Novation Definitions (the “Definitions”) and the terms and provisions of the 2000 ISDA definitions (the “Product Definitions”), each as published by the International Swaps and Derivatives Association, Inc. and
amended from time to time, are incorporated in this Novation Confirmation. In the event of any inconsistency between (i) the Definitions, (ii) the Product Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
this Novation Confirmation with govern. In the event of any inconsistency between the Novation Confirmation and the New Confirmation, the New Confirmation will govern for the purpose of the New Transaction. 
  
 2. The terms of the Novation Transaction to which this Novation Confirmation
relates are as follows: 
  

			
	Novation Trade Date:	  	31 August 2005
		
	Novated Amount:	  	USD 600,000,000
		
	Transferor:	  	Cheniere Energy Inc.
		
	Transferee:	  	Cheniere LNG Holdings, LLC
		
	Remaining Party:	  	Credit Suisse First Boston International

  


					
	External ID: 9233022	  	1	  	Registered Office as above
	A subsidiary of CREDIT SUISSE FIRST BOSTON	  	 	  	Registered with unlimited liability in England under No. 2500199
	 	  	 	  	Authorized and Regulated by the Financial Services Authority











					
	

	  	CREDIT SUISSE FIRST BOSTON INTERNATIONAL
	  	 	  	 
			
	 	  	 One Cabot Square,
 London E14 4QJ
	  	 Telephone 020 7888 8888
 www.csfb.com


  


			
	New Agreement (between Transferee and Remaining Party):	  	Section 1.11 of the Definitions shall apply save that an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) subject to the laws of the State of New
York shall be deemed to be incorporated for the purposes hereof

  
 3. The terms of the
Old Transaction to which this Novation Confirmation relates, for identification purposes, are as follows: 
  

			
	Trade Date of Old Transaction:	  	29 August 2005
	Effective Date of Old Transaction:	  	31 August 2005
	Termination Date of Old Transaction:	  	30 September 2006

  
 4. The terms of the
New Transaction to which this Novation Confirmation relates shall be as specified in the New Confirmation attached hereto as Exhibit A. 
  

			
	Full First Calculation Period:	  	Applicable

  
 5. Miscellaneous
Provisions: 
  

			
	Non-Reliance:	  	Applicable

  
 6. Notice Details:

  
 Telephone and/or Facsimile Numbers for Notices: 
  

			
	Transferee:	  	To be advised
		
	Remaining Party:	  	To be advised

  
 Credit Suisse First
Boston International is authorized and regulated by the Financial Services Authority and has entered into this transaction as principal. The time at which the above transaction was executed will be notified to the parties on request. 
  


					
	External ID: 9233022	  	2	  	Registered Office as above
	A subsidiary of CREDIT SUISSE FIRST BOSTON	  	 	  	Registered with unlimited liability in England under No. 2500199
	 	  	 	  	Authorized and Regulated by the Financial Services Authority











					
	

	  	CREDIT SUISSE FIRST BOSTON INTERNATIONAL
	  	 	  	 
			
	 	  	 One Cabot Square,
 London E14 4QJ
	  	 Telephone 020 7888 8888
 www.csfb.com


  

 The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation
Date by executing a copy of this Novation Confirmation and returning it to us. The Transferor, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the Old Transaction. The
Transferee, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the New Transaction. 
  

									
	 Credit Suisse First Boston International
 By
its Agent: Credit Suisse First Boston LLC
	 	 	 	Cheniere Energy Inc.
					
	 By:
	 	/s/    JOHN RYAN        	 	 	 	By:	 	/s/    DON A. TURKLESON        
	 Name: 
	 	John Ryan	 	 	 	 Name: 
	 	Don A. Turkleson
	 Title:
	 	A.V.P. Operations	 	 	 	 Title:
	 	CFO

  

									
	Cheniere LNG Holdings, LLC	 	 	 	 
					
	 By:
	 	/s/    DON A. TURKLESON        	 	 	 	 	 	 
	 Name: 
	 	Don A. Turkleson	 	 	 	 	 	 
	 Title:
	 	CEO	 	 	 	 	 	 

  


					
	External ID: 9233022	  	3	  	Registered Office as above
	A subsidiary of CREDIT SUISSE FIRST BOSTON	  	 	  	Registered with unlimited liability in England under No. 2500199
	 	  	 	  	Authorized and Regulated by the Financial Services Authority











					
	

	  	CREDIT SUISSE FIRST BOSTON INTERNATIONAL
	  	 	  	 
			
	 	  	 One Cabot Square,
 London E14 4QJ
	  	 Telephone 020 7888 8888
 www.csfb.com


  

 EXHIBIT A 











					
	

	  	CREDIT SUISSE FIRST BOSTON INTERNATIONAL
	  	 	  	 
			
	 	  	 One Cabot Square,
 London E14 4QJ
	  	 Telephone 020 7888 8888
 www.csfb.com


  

 6 September 2005 
  
 Cheniere LNG Holdings, LLC 
 717 Texas Avenue 
 Suite 3100 
 Houston, Texas 77002 
 United States 
  
 External ID 9233022 
  
 Dear Sirs: 
  
 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. 
  
 This Confirmation amends, restates and supersedes in its entirety all Confirmations dated prior to the date hereof in respect of this Transaction. 
  

	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. 

  
 If you and we are parties to the 1992 ISDA Master Agreement, (the “Agreement”), this Confirmation supplements, forms a part of, and is subject
to such Agreement. If you and we are not yet parties to the Agreement, you and we agree to use our best efforts promptly to negotiate, execute, and deliver the Agreement, including our standard form of Schedule attached thereto and made a part
thereof, with such modifications as you and we shall in good faith agree. Upon execution and delivery by you and us of the Agreement, this Confirmation shall supplement, form a part of, and be subject to such Agreement. Until you and we execute and
deliver the Agreement, this Confirmation (together with all other Confirmations of Transactions previously entered into between us, notwithstanding anything to the contrary therein) shall supplement, form a part of, and be subject to the 1992 ISDA
Master Agreement as if, on the Trade Date of the first such Transaction between us, you and we had executed that agreement (without any Schedule thereto) and had specified that the Automatic Early Termination provisions contained in
Section 6(a) of such agreement would apply. 
  
 The
Agreement and each Confirmation thereunder will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine and each party hereby submits to the Courts of the State of New York.

  
 CSFBi and Counterparty each 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. 
  
 In this Confirmation, “CSFBi” means Credit Suisse First Boston International and “Counterparty” means
Cheniere LNG Holdings, LLC 
  


					
	External ID: 9233022	  	 	  	 
	A subsidiary of CREDIT SUISSE FIRST BOSTON	  	 	  	Registered Office as above. Regulated by the Financial Services Authority
	 	  	 	  	CREDIT SUISSE FIRST BOSTON INTERNATIONAL is registered as unlimited in England under No. 2500199










 

 
  


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

  

			
	 Notional Amount:
	  	USD 600,000,000; Subject to adjustment as per Amortization Schedule attached hereto.
		
	 Novation Trade Date:
	  	31 August 2005
		
	 Effective Date:
	  	31 August 2005
		
	 Termination Date:
	  	30 September 2006, subject to adjustment in accordance with the Modified Following Business Day Convention

  
 Floating Amounts:

  

			
	 Floating Rate Payer:
	  	CSFBi
		
	 Floating Rate Payer Payment Dates:
	  	The last day of September, December, March and June, commencing on 30 September 2005 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 the Initial Calculation Period:
	  	3.67%
		
	 Spread:
	  	None
		
	 Designated Maturity:
	  	3 months
		
	 Floating Rate Day Count Fraction:
	  	Actual/360

  
 Fixed Amounts:

  

			
	 Fixed Rate Payer:
	  	Counterparty
		
	 Fixed Rate Payer Payment Dates:
	  	The last day of September and March, commencing on 30 September 2005 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business
Day Convention
		
	 Fixed Rate:
	  	3.75%
		
	 Fixed Rate Day Count Fraction:
	  	Actual/360
		
	 Compounding:
	  	Inapplicable

  

			
	Business Days:	 	New York and London
		
	Calculation Agent:	 	CSFBi

  


					
	External ID: 9233022	  	-2-	  	 










 

 
  


	3.	Other Provisions: 

  

	(a)	Credit Support Document: 

  
 For Counterparty, the “Collateral Documents,” as such term is defined in the Credit Agreement dated as of August 31, 2005, among
Counterparty, the lenders party thereto, and Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent for such lenders, as it may be amended, restated or otherwise modified from time to time (as used herein, the
“Credit Agreement”). 
  

	(b)	Credit Support Provider: 

  
 For Counterparty, each grantor of a pledge, security interest or other form of hypothecation under any of the Collateral Documents. 
  

	(c)	Additional Termination Event: 

  
 It shall constitute an Additional Termination Event if at any time the “Collateral,” as such term is defined in the Credit Agreement, fails to
secure Counterparty’s obligations to CSFBi hereunder (or under any and all particular Transactions). 
  
 For the purpose of the foregoing, Counterparty shall be deemed to be the Affected Party. 
  

	(d)	Payments on Early Termination: For the purpose of Section 6(e) of the Agreement, the Second Method and Loss will apply. 

  

	(e)	Additional Representations and Obligations of Counterparty: 

  
 Counterparty represents and warrants to CSFBi and further covenants that, except for the Secured Credit Obligations (as defined in the Collateral
Documents), its obligations hereunder (or under any and all particular Transactions) are or shall be secured pari passu in all respects and at all times with all of Counterparty’s senior secured obligations. 
  

	(f)	Set-Off: 

  
 Without affecting the provisions of this Confirmation requiring the calculation of certain net payment amounts, all payments under this Confirmation will be made without set-off or counterclaim; provided, however,
that upon the designation or deemed designation of any Early Termination Date, in addition to and not in limitation of any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) under applicable law:

  
 the Non-Defaulting Party or the party that is not the
Affected Party (in either case, “X”) may, without prior notice to any person, set off any sum or obligation (whether or not arising under this Confirmation, whether matured or unmatured and irrespective of the currency, place of payment or
booking office of the sum or obligation) owed by the Defaulting Party or Affected Party (in either case, “Y”) to X or to any Affiliate of X, against any sum or obligation (whether or not arising under this Confirmation, whether matured or
unmatured and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y, and, for this purpose, may convert one currency into another. If any sum or obligation is unascertained, X
may in good faith estimate that sum or obligation and set off in respect of that estimate, subject to X or Y, as the case may be, accounting to the other party when such sum or obligation is ascertained. 
  
 Nothing in this provision shall be effective or deemed to create any charge
or other security interest. 
  


					
	External ID: 9233022	  	-3-	  	 










 

 
  


	4.	Account Details: 

  

			
	Payments to CSFBi:	  	As advised separately in writing
		
	Payments to Counterparty:	  	As advised separately in writing

  
 Credit Suisse First Boston
International is authorized and regulated by The Financial Services Authority and has entered into this transaction as principal. The time at which the above transaction was executed will be notified to Counterparty on request. 
  


					
	External ID: 9233022	  	-4-	  	 










 

 
  

 ADDITIONAL TERMS 
  
 Amortization Schedule 
  

			
	 Calculated Period up
 to but excluding
the
 Payment Date
 scheduled to occur
on:

	  	 Notional Amount:
 (in USD)


	 September 30, 2005
	  	600,000,000
	 December 31, 2005
	  	600,000,000
	 March 31, 2006
	  	598,500,000
	 June 30, 2006
	  	597,000,000
	 September 30, 2006
	  	595,500,000

  


					
	External ID: 9233022	  	-5-