Confirmation effective March 25, 2009 - HSBC Bank USA


 Exhibit 10.9 
  
 

 
  
 HSBC Bank USA, National Association 

452 Fifth Avenue 
 New York, NY 10018 
 Fax: (212) 525-0673 
  
 February 25, 2005 
  
 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:	  	February 25, 2005
		
	Effective Date:	  	March 25, 2009
		
	Termination Date:	  	March 25, 2012, 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 September 25, 2009 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified
Following Business Day Convention
		
	 Fixed Rate:
	  	4.98%
		
	 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
		
	 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:	  	Antonia Gambale
	Telephone:	  	(212) 525-3634
	Fax:	  	(212) 525-0673

  
 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/ Chun Liu


	 	 	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
 Payment Date
 Scheduled on:

	  
	 The Effective Date
	  	September 25, 2009	  	USD 	350,000,000.00
	 September 25, 2009
	  	March 25, 2010	  	USD 	345,350,000.00
	 March 25, 2010
	  	September 27, 2010	  	USD 	340,500,000.00
	 September 27, 2010
	  	March 25, 2011	  	USD 	335,500,000.00
	 March 25, 2011
	  	September 26, 2011	  	USD 	330,350,000.00
	 September 26, 2011
	  	The Termination Date	  	USD 	325,050,000.00

  

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