Confirmation effective July 25, 2005 - HSBC Bank USA


 Exhibit 10.8 
  
 

 
  
 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:	  	July 25, 2005
		
	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 September 26, 2005 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified
Following Business Day Convention
		
	 Fixed Rate:
	  	4.49%
		
	 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 26, 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 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:	  	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 periods

	  	 Notional Amount
 in USD:


	 From and including:

	  	 To but excluding:

	  
	 The Effective Date
	  	August 25, 2005	  	USD 	1,402,000.00
	 August 25, 2005
	  	September 26, 2005	  	USD 	10,937,000.00
	 September 26, 2005
	  	October 25, 2005	  	USD	 22,136,000.00
	 October 25, 2005
	  	November 25, 2005	  	USD	 29,766,000.00
	 November 25, 2005
	  	December 28, 2005	  	USD 	50,011,000.00
	 December 28, 2005
	  	January 25, 2006	  	USD 	58,634,000.00
	 January 25, 2006
	  	February 27, 2006	  	USD 	64,491,000.00
	 February 27, 2006
	  	March 27, 2006	  	USD 	73,950,000.00
	 March 27, 2006
	  	April 25, 2006	  	USD 	88,562,000.00
	 April 25, 2006
	  	May 25, 2006	  	USD 	106,141,000.00
	 May 25, 2006
	  	June 26, 2006	  	USD 	125,412,000.00
	 June 26, 2006
	  	July 25, 2006	  	USD 	144,929,000.00
	 July 25, 2006
	  	August 25, 2006	  	USD 	166,074,000.00
	 August 25, 2006
	  	September 25, 2006	  	USD 	178,581,000.00
	 September 25, 2006
	  	October 25, 2006	  	USD 	200,977,000.00
	 October 25, 2006
	  	November 27, 2006	  	USD 	211,829,000.00
	 November 27, 2006
	  	December 27, 2006	  	USD 	224,829,000.00
	 December 27, 2006
	  	January 25, 2007	  	USD 	239,681,000.00
	 January 25, 2007
	  	February 26, 2007	  	USD 	249,167,000.00
	 February 26, 2007
	  	March 26, 2007	  	USD 	255,257,000.00
	 March 26, 2007
	  	April 25, 2007	  	USD 	262,499,000.00
	 April 25, 2007
	  	May 25, 2007	  	USD 	270,287,000.00
	 May 25, 2007
	  	June 25, 2007	  	USD 	276,638,000.00
	 June 25, 2007
	  	July 25, 2007	  	USD 	288,549,000.00
	 July 25, 2007
	  	August 28, 2007	  	USD 	293,656,000.00
	 August 28, 2007
	  	September 25, 2007	  	USD 	297,721,000.00
	 September 25, 2007
	  	October 25, 2007	  	USD 	302,684,000.00
	 October 25, 2007
	  	November 26, 2007	  	USD 	308,963,000.00
	 November 26, 2007
	  	December 27, 2007	  	USD 	317,435,000.00
	 December 27, 2007
	  	January 25, 2008	  	USD 	330,388,000.00
	 January 25, 2008
	  	February 25, 2008	  	USD 	334,677,000.00
	 February 25, 2008
	  	March 25, 2008	  	USD 	337,419,000.00
	 March 25, 2008
	  	April 25, 2008	  	USD 	348,274,000.00
	 April 25, 2008
	  	May 27, 2008	  	USD 	350,000,000.00
	 May 27, 2008
	  	June 25, 2008	  	USD 	350,000,000.00
	 June 25, 2008
	  	July 25, 2008	  	USD 	350,000,000.00
	 July 25, 2008
	  	August 26, 2008	  	USD 	350,000,000.00
	 August 26, 2008
	  	September 25, 2008	  	USD 	350,000,000.00

  

 5 







 HSBC Bank USA, National Association 
  

						
	 September 25, 2008
	  	October 27, 2008	  	USD 	350,000,000.00
	 October 27, 2008
	  	November 25, 2008	  	USD 	350,000,000.00
	 November 25, 2008
	  	December 29, 2008	  	USD 	350,000,000.00
	 December 29, 2008
	  	January 26, 2009	  	USD 	350,000,000.00
	 January 26, 2009
	  	February 25, 2009	  	USD 	350,000,000.00
	 February 25, 2009
	  	The Termination Date	  	USD 	350,000,000.00

  

 6