ISDA Master Agreement and Schedules - Societe Generale


 Exhibit 10.10 
  
 (Multicurrency—Cross Border) 
  
 ISDA® 
  
 International Swap Dealers Association, Inc. 
  
 MASTER
AGREEMENT 
  
 dated as of February 25, 2005 
  
 SOCIETE GENERALE, NEW YORK BRANCH and SABINE PASS LNG, L.P. 

 
 have entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions. 
  
 Accordingly, the parties agree as follows:
— 
  
 1. Interpretation 
  
 (a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement. 
  
 (b)
Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. 
  
 (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions. 
  
 2. Obligations 
  
 (a) General Conditions. 
  
 (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. 
  

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for
receipt on the due date in the manner customary 







 
for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. 
  
 (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has
occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. 
  
 (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. 
  
 (c) Netting. If on any date amounts would otherwise be payable: — 
  
 (i) in the same currency; and 
  
 (ii) in respect of the same Transaction, 
  
 by each party to the other, then, on such date, each party’s obligation to make payment
of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an
obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. 
  
 The parties may elect in respect of two or more Transactions that a net amount will be
determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a
Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. 
  
 (d) Deduction or Withholding for Tax. 
  
 (i) Gross-Up. All payments under this Agreement will be made
without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so
required to deduct or withhold, then that party (“X”) will: — 
  

 2 







 (1) promptly notify the other party (“Y”) of such requirement; 
  
 (2) pay to the relevant authorities the full amount required to be deducted
or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice
that such amount has been assessed against Y; 
  
 (3) promptly
forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and 
  
 (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional
amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required.
However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for: — 
  
 (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or 
  
 (B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether
such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. 
  
 (ii) Liability. If: — 
  
 (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding
in respect of which X would not be required to pay an additional amount to Y under
 Section 2(d)(i)(4); 
  
 (2) X does not so deduct or withhold; and 
  
 (3) a liability resulting from such Tax is assessed directly against X, 
  
 then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X
the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). 

 
 (e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the 

  

 3 







 
performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after
judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the
performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 
  

	3.	Representations 

  
 Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f),
at all times until the termination of this Agreement) that: — 
  
 (a)
Basic Representations. 
  
 (i) Status.
It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; 
  
 (ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement
to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit
Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; 
  
 (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; 
  
 (iv) Consents. All governmental and other consents that are
required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

  
 (v) Obligations Binding. Its obligations under
this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 

 
 (b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such 

  

 4 







 
event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which
it is a party. 
  
 (c) Absence of Litigation. There is not pending
or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
  
 (d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 
  
 (e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true. 
  
 (f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 
  
 4. Agreements 
  
 Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a
party: — 
  
 (a) Furnish Specified Information. It will deliver
to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs: — 
  
 (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; 
  
 (ii) any other documents specified in the Schedule or any Confirmation; and

  
 (iii) upon reasonable demand by such other party, any form or
document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding
for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt
of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, 
  
 in each case by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable. 
  

 5 







 (b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all
consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary
in the future. 
  
 (c) Comply with Laws. It will comply in all
material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

  
 (d) Tax Agreement. It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. 
  
 (e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is
incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party. 
  

	5.	Events of Default and Termination Events 

  
 (a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party: — 
  
 (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or
2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; 
  
 (ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any
payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with
this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; 
  
 (iii) Credit Support Default. 
  
 (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or
performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; 
  

 6 







 (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such
Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit
Support Document relates without the written consent of the other party; or 
  
 (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; 
  
 (iv) Misrepresentation. A representation (other than a
representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading
in any material respect when made or repeated or deemed to have been made or repeated; 
  
 (v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving
effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice
requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days
if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or
act on its behalf); 
  
 (vi) Cross Default. If
“Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support
Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the
applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would
otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than
the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); 
  
 (vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: — 

 

 7 







 (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent
or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has
instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or
liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for
its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof, (5) has a resolution passed for its winding-up, official management or liquidation (other
than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or
substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially
all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts; or 
  
 (viii) Merger Without
Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer: — 
  
 (1) the resulting,
surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an
agreement reasonably satisfactory to the other party to this Agreement; or 
  
 (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

  
 (b) Termination Events. The occurrence at any time with respect
to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is 

  

 8 







 
specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below: — 
  
 (i) Illegality. Due to the adoption of, or any change in, any
applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): — 
  
 (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or
to comply with any other material provision of this Agreement relating to such Transaction; or 
  
 (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such
Transaction; 
  
 (ii) Tax Event. Due to (x) any
action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y)
a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of
interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 
  
 (iii) Tax Event Upon Merger. The party (the “Burdened
Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or
(B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute,
an event described in Section 5(a)(viii); 
  
 (iv) Credit
Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or
amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the 

  

 9 







 
resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be,
immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or 
  
 (v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as
applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). 
  
 (c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 
  
 6. Early Termination 
  
 (a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has
occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is
effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 
  
 (b) Right to Terminate Following Termination Event. 
  
 (i) Notice. If a Termination Event occurs, an Affected Party
will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably
require. 
  
 (ii) Transfer to Avoid Termination
Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to
its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under
Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. 
  

 10 







 If the Affected Party is not able to make such a transfer it will give notice to the other party to that
effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). 
  
 Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which
consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. 
  
 (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. 
  
 (iv) Right to Terminate. If: — 
  
 (1) a transfer under Section 6(b)(ii) or an agreement under Section
6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or 
  
 (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax
Event Upon Merger occurs and the Burdened Party is not the Affected Party, 
  
 either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected
Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the
relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. 
  
 (c) Effect of Designation. 
  
 (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated,
whether or not the relevant Event of Default or Termination Event is then continuing. 
  
 (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made,
but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). 
  

 11 







 (d) Calculations. 
  

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section
6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. 
  
 (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day
that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount
payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early Termination Data to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. 
  
 (e) Payments on Early
Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method,
either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the
case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. 
  
 (i) Events of Default. If the Early Termination Date results from an Event of Default: — 
  
 (1) First Method and Market Quotation. If the First Method and Market
Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing the Defaulting Party. 
  
 (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement. 
  

 12 







 (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount
will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B)
the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party. 
  
 (4)
Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 
  
 (ii) Termination Events. If the Early Termination Date results from a Termination Event: — 
  
 (1) One Affected Party. If there is one Affected Party, the amount
payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to
be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

  
 (2) Two Affected Parties. If there are two Affected
Parties: — 
  
 (A) if Market Quotation applies, each party
will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount
(“X’) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts
owing to Y; and 
  
 (B) if Loss applies, each party will
determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party
with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”). 
  
 If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. 

 

 13 







 (iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by
one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 
  
 (iv) Pre-Estimate. The parties agree that if Market Quotation
applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 
  
 7. Transfer 
  
 Subject to Section
6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: —

  
 (a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and 
  
 (b) a party may make such a transfer of all or any part of its interest in any amount payable
to it from a Defaulting Party under
 Section 6(e). 
  
 Any purported transfer
that is not in compliance with this Section will be void. 
  
 8. Contractual
Currency 
  
 (a) Payment in the Contractual Currency. Each
payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement
in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the
Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the
party receiving the payment will refund promptly the amount of such excess. 
  

 14 







 (b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency
other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment
or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to
receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual
Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency
of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase
the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency. 
  
 (c) Separate
Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will
apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. 
  
 (d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 
  
 9. Miscellaneous 
  
 (a) Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. 
  
 (b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

  
 (c) Survival of Obligations. Without prejudice to Sections
2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. 
  
 (d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not
exclusive of any rights, powers, remedies and privileges provided by law. 
  

 15 







 (e) Counterparts and Confirmations. 
  
 (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed an original. 
  
 (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable
and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all
purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. 
  
 (f) No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege. 
  
 (g)
Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 
  
 10. Offices; Multibranch Parties 
  
 (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a
Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the
same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. 
  
 (b) Neither party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent of the other party. 
  
 (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office
through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 
  
 11. Expenses 
  
 A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any 

  

 16 







 
Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to,
costs of collection. 
  
 12. Notices 
  
 (a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the
electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated: — 
  
 (i) if in writing and delivered in person or by courier, on the date it is delivered; 
  
 (ii) if sent by telex, on the date the recipient’s answerback is received; 
  
 (iii) if sent by facsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); 

 
 (iv) if sent by certified or registered mail (airmail, if overseas) or the
equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or 
  
 (v) if sent by electronic messaging system, on the date that electronic message is received, 
  
 unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication
is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. 
  
 (b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 
  
 13. Governing Law and Jurisdiction 
  
 (a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. 
  
 (b) Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement (“Proceedings”), each party
 irrevocably: — 
  
 (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and 
  

 17 







 (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought
in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

  
 Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof
for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. 
  
 (c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule
to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner
permitted by law. 
  
 (d) Waiver of immunities. Each party
irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which
it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 

 
 14. Definitions 
  
 As used in this Agreement: 
  
 “Additional Termination Event” has the meaning specified in Section 5(b). 
  
 “Affected Party” has the meaning specified in Section 5(b). 
  
 “Affected Transactions” means (a) with respect to any Termination
Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. 
  
 “Affiliate” means, subject to the Schedule, in relation to any
person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of
any entity or person means ownership of a majority of the voting power of the entity or person. 
  

 18 







 “Applicable Rate” means: — 
  
 (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default
Rate; 
  
 (b) in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
  
 (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

  
 (d) in all other cases, the Termination Rate. 
  
 “Burdened Party” has the meaning specified in Section 5(b).

  
 “Change in Tax Law” means the enactment, promulgation,
execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. 
  
 “consent” includes a consent, approval, action, authorisation,
exemption, notice, filing, registration or exchange control consent. 
  
 “Credit Event Upon Merger” has the meaning specified in Section 5(b). 
  
 “Credit Support Document” means any agreement or instrument that is specified as such in this Agreement. 
  

“Credit Support Provider” has the meaning specified in the Schedule. 
  
 “Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 
  
 “Defaulting Party” has the meaning specified in Section 6(a). 
  
 “Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv). 
  
 “Event of Default” has the meaning specified in Section 5(a) and, if
applicable, in the Schedule. 
  
 “Illegality” has the
meaning specified in Section 5(b). 
  
 “Indemnifiable Tax”
means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such
payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or
engaged in a trade or business in such jurisdiction, or 

  

 19 







 
having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). 
  

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental
revenue authority) and “lawful” and “unlawful” will be construed accordingly. 
  
 “Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b),
in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. 
  
 “Loss” means, with respect to this Agreement or one or more
Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in
connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as
a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have
been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include
a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. 
  
 “Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination,
an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in
consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement
Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether 

  

 20 







 
the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination
(or its agent) will request each Reference market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant
Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. 
  
 “Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
Non-defaulting Party (as certified by it) if it were to fund the relevant amount. 
  
 “Non-defaulting Party” has the meaning specified in Section 6(a). 
  
 “Office” means a branch or office of a party, which may be such party’s head or home office. 
  
 “Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

  
 “Reference Market-makers” means four leading dealers
in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer
or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. 
  
 “Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and
controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such
payment is made. 
  
 “Scheduled Payment Date” means a date
on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. 
  

 21 







 “Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. 
  
 “Settlement Amount” means, with respect to a party and any Early
Termination Date, the sum of: — 
  
 (a) the Termination Currency Equivalent
of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
  
 (b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or
group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. 
  
 “Specified Entity” has the meanings specified in the Schedule.

  
 “Specified Indebtedness” means, subject to the
Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
  
 “Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or
hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or
any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any
of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. 
  
 “Stamp Tax” means any stamp, registration, documentation or similar tax. 
  
 “Tax” means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or
similar tax. 
  
 “Tax Event” has the meaning specified in
Section 5(b). 
  
 “Tax Event Upon Merger” has the meaning
specified in Section 5(b). 
  

 22 







 “Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from
a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if
“Automatic Early Termination” applies, immediately before that Early Termination Date). 
  
 “Termination Currency” has the meaning specified in the Schedule. 
  
 “Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and,
in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase
such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date
as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a
determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. 
  
 “Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or
an Additional Termination Event. 
  
 “Termination Rate”
means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. 
  
 “Unpaid Amounts” owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination
Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery
to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market 

  

 23 







 
value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination
Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined
by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. 
  
 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified
below with effect from the date specified on the first page of this document. 
  

									
	 SOCIETE GENERALE, NEW YORK BRANCH
 (Name of Party)
	 	 	 	 SABINE PASS LNG, L.P.
 (Name of
Party)

					
	By:	 	 /s/ Leon Valera
	 	 	 	By:	 	Sabine Pass LNG-GP, Inc.
	 Name:
 Date:
	 	 Leon Valera
 2/25/2005
	 	 	 	Its general partner
	 	 	 	 	 	 	By:	 	/s/ Graham McArthur
	 	 	 	 	 	 	 Name:
 Title:
	 	 Graham McArthur
 Treasurer








 EXECUTION COPY 
  
 1992 ISDA 
  
 ISDA 
 SCHEDULE to the 

MASTER AGREEMENT 
  
 dated as of February 25, 2005 
  
 between 
  
 SOCIETE GENERALE, NEW YORK BRANCH 
  
 (“Party A”) 
  
 and 
  
 SABINE PASS LNG, L.P. 
 (“Party B”) 
  
 Part 1 
 Termination Provisions

  

	(a)	“Specified Entity” means in relation to Party A for the purpose of: 

  

					
			
	 Section 5(a)(v)
	  	Not Applicable	  	 
			
	 Section 5(a)(vi)
	  	Not Applicable	  	 
			
	 Section 5(a)(vii)
	  	Not Applicable	  	 
			
	 Section 5(b)(iv)
	  	Not Applicable	  	 
		
	 and in relation to Party B for the purpose of:
	  	 
			
	 Section 5(a)(v)
	  	Not Applicable	  	 
			
	 Section 5(a)(vi)
	  	Not Applicable	  	 
			
	 Section 5(a)(vii)
	  	Not Applicable	  	 
			
	 Section 5(b)(iv)
	  	Not Applicable	  	 

  

	(b)	“Specified Transaction” has the meaning as specified in Section 14. 

  

	(c)	“Events of Default” 

  

	 	(i)	Sections 5(a)(iii) (Credit Support Default), 5(a)(v) (Default under Specified Transaction), 5(a)(vi)(Cross Default) and
 5(a)(vii)(Bankruptcy) of this Agreement will not apply to
Party A and will not apply to Party B. 

  

	 	(ii)	Section 5(a)(iv)(Misrepresentation) of this Agreement is hereby amended by adding the following words at the end of said Section: “and such misrepresentation would reasonably
be expected to have a material adverse effect;”. 

  

 25 








	 	(iii)	the following is added as new Section 5(a)(ix): 

  

	 	“(ix)	Acceleration of Credit Agreement. In respect of Party B only, the principal amount of any of the Loans (as such term is defined in the Credit Agreement) shall have been
declared to be immediately due and payable in accordance with Article 9.01 of the Credit Agreement.” 

  

	(d)	The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will not apply to Party A and will not apply to Party B. 

  

	(e)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B. 

  

	(f)	The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A and will not apply to Party B 

  

	(g)	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: 

  

	 	(i)	Loss will apply. 

  

	 	(ii)	The Second Method will apply. 

  

	(h)	“Termination Currency” means United States Dollars. 

  

	(i)	Additional Termination Event provision of Section 5(b)(v) will not apply to Party A and will apply to Party B. 

  
 The following shall constitute an Additional Termination Event in respect of
which Party B shall be the sole Affected Party: 
  

	 	(i)	An event of default under Article IX of the Credit Agreement dated as of February 25, 2005 among Sabine Pass LNG, L.P. as the Borrower, Societe Generale as the Agent, HSBC Bank USA,
National Association as the Collateral Agent and Lenders Party to this Agreement from time to time (the “Credit Agreement”) has occurred and the principal amounts of the loans have been declared to be immediately due and payable in
accordance with Article 9.01 of the Credit Agreement. The above-referenced provisions of the Credit Agreement, together with all related definitions and ancillary provisions, are hereby incorporated herein by reference, and will be deemed to
continue in effect for the benefit of Party A under this Agreement, whether or not the Credit Agreement remains in effect or any provisions thereof are waived or amended or the Notes (as defined in the Credit Agreement) are paid or discharged. Each
reference in the provisions of the Credit Agreement incorporated herein by reference to (i) “Lenders,” Majority Lenders” and “Supermajority Lenders” shall refer to Party A, (ii) “Default” and “Event of
Default” shall refer to Potential Event of Default and Event of Default, respectively, and (iii) the terms “this Agreement”, “hereto”, and “hereof” when used in the provisions of the Credit Agreement incorporated
herein by reference shall refer to this Agreement; 

  

	 	(ii)	The Loans shall be paid or prepaid in full, expire, termination or otherwise cease to be in full force and effect, other than because of an “Event of Default” (as defined
in the Credit Agreement) thereunder with respect of Party B. For purposes hereof, each such terminated Transaction shall constitute an Affected Transaction under this Agreement; or 

  

	 	(iii)	The Credit Agreement (as defined above) shall terminate for any reason (including in accordance with its terms) or shall cease to be in full force and effect and either there is no
replacement facility or, to the extent there is a replacement facility, Party A is not a party thereto. 

  

 26 







 Part 2 
 Tax Representations 
  

	(a)	Payer Representation. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation:


  
 It is not required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of
this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial position. 
  

	(b)	Payee Representations. 

  
 For the purposes of Section 3(f) of this Agreement Party A makes the following representation with respect to a Transaction booked through an office in
the Untied State of America: 
  
 Each payment received or to be
received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United State of America. 
  
 For the purposes of Section 3(f) of this Agreement, Party B makes the following representation(s): 
  
 It is a “U.S. person” (as that term is used in section
1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes. 
  
 Part 3 
 Agreement to Deliver Documents 
  
 For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver
the following documents, as applicable: 
  

	(a)	Tax forms, documents or certificates to be delivered are: 

  

					
	 Party
 required to
 deliver
 document

	  	 Form/Document/
 Certificate

	  	 Date by which to
 be delivered


	 Party B
	  	United States Internal Revenue Services Form W-9, and renewal and replacement forms.	  	Upon the execution of this Agreement, and thereafter as requested by Party A

  

 27 








	(b)	Other documents to be delivered are: 

  

							
	 Party required to
 deliver document
	 	 Form/Document/
 Certificate
	 	 Date by which to
 be delivered
	 	Covered by Section 3(d)
Representation
	 Party A
	 	A certificate or other writing reasonably satisfactory to Party B evidencing the name(s), position(s) and specimen signature(s) of the person or
persons authorised to execute and deliver this Agreement.	 	Upon execution of this Agreement and thereafter upon reasonable request of Party B.	 	Yes
	 Party B
	 	A certificate of incumbency and a certified copy of the resolutions adopted by the general partner of Party B, authorizing the execution of this
Agreement and each Confirmation and the performance by Party B of its obligations hereunder and thereunder	 	Upon execution of this Agreement and thereafter upon reasonable request of Party A.	 	Yes
	 Party B
	 	Certified Partnership Agreement	 	Upon execution of this Agreement and thereafter upon the reasonable request of Party A.	 	Yes
	 Party A
	 	A copy of its most recent annual report containing audited financial statements	 	Upon execution of this Agreement and thereafter upon the reasonable request of the other party.	 	Yes
	 Party B
	 	A copy of its most recent annual report containing audited financial statements.	 	On or before April 30, 2005 and thereafter upon the reasonable request of Party A.	 	Yes

  
  

 28 







 Part 4 
 Miscellaneous 
  

	(a)	Addresses for Notices. For the purposes of Section 12(a) of this Agreement: 

  
 Address for notices or communications with respect to Party A: 
  
 All notices or communications to Party A shall, with respect to a particular
Transaction, be sent to the address, telex number, or facsimile number reflected in the Confirmation of that Transaction, and any notice for purposes of Section 5 and 6 of the Agreement shall be sent to: 
  
 HSBC Bank USA, National Association 
 452 Fifth Avenue, New York, NY 10018 
 Attention: Legal Department 
 Facsimile No: (212) 525-6509 
  
 Societe Generale, New York Branch 
 1221 Avenue of the Americas 
 New York, NY 10020 
 Attention: Treasury Operations 
 Telephone:
212-278-6000 
 Facsimile: 212-278-7136 
  
 Address for notices or communications with respect to Party B (For all purposes): 
  
  

							
	 Address:
	  	717 Texas Avenue	  	 	  	 
	 	  	Houston, TX 77002	  	 	  	 
	 Attention:
	  	Graham McArthur 	  	 	  	 
	 Tele. No:
	  	(832) 204-2290	  	 	  	 
	 Facsimile:
	  	(713) 659-5459	  	 	  	 

  

	(b)	Process Agent. For the purposes of Section 13(c) of this Agreement: 

  
 Party A appoints as its Process Agent 
  
  SGNY – Societe Generale, New York Branch 
  1221 Avenue of the Americas, New York, NY 
  10020 Attn: General Counsel’s Office 
  


			
	 Party B appoints as its Process Agent
	  	 Not Applicable


  

	(c)	Offices. The provisions of Section 10(a) will apply to this Agreement. 

  

	(d)	Multibranch Party. For the purpose of Section 10(c) of this Agreement: 

  

Party A is not a Multibranch Party and may only act through its New York Branch. 
  
 Party B is not a Multibranch Party. 
  


	(e)	Calculation Agent. The Calculation Agent is Party A. 

  

	(f)	Credit Support Document. Details of any Credit Support Document: Not Applicable. 

  

	(g)	“Credit Support Provider” means in relation to Party A: Not Applicable 

  
 “Credit Support Provider” means in relation to Party B: Not Applicable. 
  

	(h)	GOVERNING LAW. THIS AGREEMENT WIL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE.
 

  

	(i)	WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGS TO WHICH THEY ARE BOTH PARTIES INVOLVING ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. 

  

	(j)	Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement shall apply. 

  

 29 








	(k)	“Affiliate” will have the meaning specified in Section 14 of this Agreement; provided, however, for the purposes of Section 3(c) Party A will be deemed to have no
Affiliates. 

  
 Part 5 
 Other Provisions 
  

	(a)	Change of Account. The parties hereto agree that for the purposes of Section 2(b), any new account so designated shall be in the same tax jurisdiction as the original
account; provided, however, that any change of account must be consented to by the Collateral Agent. 

  

	(b)	Representations. 

  

	 	(i)	Transactions. Section 3(a)(ii) shall be amended by inserting the words ‘to enter into any Transactions,’ after the word ‘power’ on the first line.


  

	 	(ii)	Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement
between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): 

  

	 	(a)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate
or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that
Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral)
received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction. 

  

	 	(b)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and
accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. 

  

	 	(c)	Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of the Transaction.” 

  

	 	(iii)	Incorporation 

  

	 	(1)	Party A represents that it is the New York Branch of a French banking corporation organized under the laws of France. 

  

	 	(2)	Party B represents and warrants that it is a limited partnership incorporated or organized under the laws of the State of Delaware. 

  

	 	(iv)	Interest Rate Protection: Party B represents to Party A (which representation will be deemed to be repeated by Party B on each date on which a Transaction is entered
into) that: 

  
 This Agreement constitutes an
“Interest Rate Protection Agreement” and a “Permitted Swap Agreement” and Party A is an “Acceptable Bank,” as each term is defined in the Credit Agreement. In addition, each Transaction entered into by Party B shall be
in accordance with the provisions of the Credit Agreement relating to derivative transactions. 
  

	 	(v)	CFTC Eligible Contract Participant. Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a
Transaction is entered into that: 

  
 It is an
“eligible contract participant” as defined in the Commodity Futures Modernization Act of 2000, as amended. 
  

 30 








	(c)	Set-Off. The following provision shall be added as Section 6(f): 

  
  
 Any amount (the ‘Early Termination
Amount”) payable to one party (the Payee) by the other party (the Payer) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv), or an Additional
Termination Event which leads to the termination of all outstanding Transactions, has occurred, will, at the option of the party (‘X’) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party
or the Affected Party), be reduced by its set-off against any amount(s) (the ‘Other Agreement Amount’) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the
currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party (and the Other
Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this Section 6(f). 
  
 For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such
amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.

  
 If an obligation is unascertained, X may in good faith
estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. 
  
 Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in
addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). 
  

	(d)	Equal and Ratable Treatment. Party B agrees that, upon the execution and delivery by Party A of the Secured Party Addition Agreement, substantially in the form
attached as Exhibit A hereto, the obligations of Party B under this Agreement will constitute Secured Obligations (as such term is defined in the Credit Agreement) and will be entitled on a pari passu basis to the benefits of the Collateral
as referred to and as defined in the Credit Agreement and, subject to Section 7.04 of the Collateral Agency Agreement, the other rights and benefits provided under the Collateral Agency Agreement and by the Security Documents (as such term is
defined in the Credit Agreement) and other documents referred to therein. 

  
 Party A (i) acknowledges that its rights to terminate this Agreement and any Transaction entered into hereunder are limited by the provisions of the Collateral Agency Agreement and the other Financing Documents and
(ii) agrees for the express benefit of the other Secured Parties that it shall not terminate this Agreement or any Transaction entered into hereunder upon the occurrence of any Event of Default other than an Event of Default specified in Section
5(a)(ix) hereof. 

	 	


	(e)	Partial Early Termination. For the purposes of this Part 5(e), capitalized terms used in this Part 5(e) and not otherwise defined in this Agreement shall have the
meanings given thereto in the Credit Agreement: 

  

	 	(i)	If on any date of determination the aggregate Notional Amount (as then in effect as set out in confirmations) of Party B’s Transactions under Permitted Swap Agreements with
Acceptable Banks (“Swap Banks”) exceeds or will exceed at any time the aggregate principal amount of the Loans then outstanding as a result of the repayment or prepayment of any obligation under the Credit Agreement then in any such case
some or all of such Transactions shall be terminated, in whole or in part, in accordance with this Part 5(e) (each such termination, a “Partial Early Termination”) so that after giving effect to any Partial Early Termination(s),
such excess is eliminated. 

  

	 	(ii)	Party B shall, with respect to any date on which a prepayment (whether mandatory or optional) or repayment of any obligation under a Permitted Swap Agreement to be made, (1) furnish
to Party A and each other Swap Bank two (2) days’ prior written notice (“Partial Termination Notice”) of any payment of the obligations under the Credit Agreement that will result in the aggregate Notional Amount of Party
B’s Transactions with Swap Banks exceeding the aggregate principal amount of obligations under the Credit Agreement then outstanding (any such excess, an “Overhedged Loan” and such event, a “Partial Termination
Event”) which notice shall designate the Transaction or Transactions and the relevant portions thereof that are to be the subject of the Partial Early Termination (each such Transaction being a “Partially Terminated
Transaction”) and (2) within five (5) Business Days of delivering the notice referred to in clause (1) of this Part 5(e)(ii), but in no case before the making of such prepayment or repayment terminate the identified portion of each
Partially Terminated Transaction in accordance with the provisions of clause (iv) below. Party A hereby agrees that in the event of the occurrence of an Overhedged Loan, Party A will permit Party B to terminate Transactions, in whole or in part, in
accordance with Part 5(e)(iii) below. 

  
  

 31 








	 	(iii)	In the event of a Partial Early Termination, each Partially Terminated Transaction shall be terminated according to an allocation among Transactions with any or all Swap Banks as
determined by Party B. 

  

	 	(iv)	Each Partially Terminated Transaction shall be deemed and treated for all purposes to have been divided into two separate Transactions, as if the parties thereto, instead of having
entered into such single Partially Terminated Transaction, had instead entered into two separate Transactions. The terms of such two deemed Transactions shall be identical to those of such Partially Terminated Transaction, except for the Notional
Amounts thereof, and such two deemed Transactions shall have Notional Amounts, which, when taken together, shall equal the Notional Amount of such Partially Terminated Transaction, and one of which deemed Transactions (the “Terminated
Portion”) shall have a Notional Amount corresponding to all or a portion of the Overhedged Loan. Party B shall cause the Overhedged Loan to be eliminated through terminations in respect of the Permitted Hedge Agreements to which it is a
party. Each Terminated Portion shall be deemed to have terminated on and as of the date specified in the Partial Termination Notice (the “Partial Early Termination Date”), with the same effect as though a Termination Event had
occurred hereunder with the Affected Party being Party B for purposes of determining payments upon early termination, with the Early Termination Date being the Partial Early Termination Date, and with the Terminated Portion being treated for this
purpose only as the only Transaction outstanding and the only Affected Transaction. The obligations of each party to make payments to the other party pursuant to this Agreement with respect to the Terminated Portion that would, but for such Partial
Early Termination Date, occur after such Partial Early Termination Date, shall terminate. Partial Early Termination shall not, however, constitute a Termination Event under this Agreement with respect to the non-Terminated Portions of Partially
Terminated Transactions, and the occurrence of a Partial Early Termination shall have no effect on the non-Terminated Portions of Partially Terminated Transactions or on Transactions other than Partially Terminated Transactions, all of which shall
continue in full force and effect without regard to any such Partial Early Termination. 

  

	 	(v)	The notice of Partial Early Termination shall specify the amount of reductions in and adjustments of the Notional Amounts of all Transactions hereunder. If Party A disputes any
required reductions or adjustments in the Notional Amounts of Transactions hereunder with respect to a partial termination under Part 5(e)(i) hereof, then Party A, Party B and the other Swap Banks shall endeavor mutually to agree upon such required
reductions and adjustments, and in the event the parties do not reach such agreement, the required reductions and adjustments calculated and agreed to by the Party B shall, absent manifest error, control so long as no breach of the Credit Agreement
shall occur as a result of giving effect to such reductions or adjustments. In the event that Party B fails to deliver a Partial Termination Notice with respect to a termination under paragraph (i) above, then Party A may deliver such Partial
Termination Notice to Party B. 

  

	 	(vi)	Notwithstanding any provision of this Part 5(e) seemingly to the contrary, no Partial Early Termination shall occur or be deemed to have occurred arising out of or relating to the
aggregate draws under the Credit Agreement at any time being less than the aggregate Nominal Amount shown in all outstanding confirmations or Permitted Swap Agreements at such time. 

  

	(f)	2000 ISDA Definitions. Reference is made to the 2000 ISDA Definitions (the “Definitions”) published by the International Swaps and Derivatives Association, Inc.
which is hereby incorporated by reference herein. Any terms used and not otherwise defined herein which are contained in the Definitions shall have the meaning set forth therein (without regard to any amendments thereto subsequent to the date
hereof). 

  

	(g)	Telephone Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties in connection with this
Agreement or any potential Transaction and (ii) 

  

 32 








	 	 
agrees to obtain any necessary consent of and to give any necessary notice of such recording to such personnel. The parties further agree that (insofar as
may be permitted by law) any such recording may be submitted in evidence to any court or in any formal proceeding for any purpose relating to any Transaction. 


  

	(h)	Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be illegal, invalid
or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if the Agreement had been executed with the illegal, invalid or unenforceable portion
eliminated, so long as the Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the parties of this Agreement. It shall in particular be understood that this Severability clause shall not affect the “single agreement” concept of Section 1(c) of this
Agreement. 

  

	(i)	Additional Covenants of Party B. Party B hereby covenants and agrees that it will, and that each Transaction entered into hereunder will, at all times, comply with its
resolutions and/or derivatives policy.  

  

	(j)	Most Favored Contracts. Party B hereby further agrees that if Party B enters into any other Interest Rate Protection Agreements with any other counterparty, and such
agreement contains more favorable terms, as reasonably determined by Party A, such terms shall be hereby incorporated by reference into this Agreement for the benefit of Party A. 

  
 IN WITNESS WHEREOF the parties have executed this document as of the date first written
above. 
  

			
	 SOCIETE GENERALE, NEW YORK BRANCH

		
	By:	 	 /s/ Leon Valera

	 Name:
	 	 Leon Valera

	 Title:
	 	 Director



  

			
	 SABINE PASS LNG, L.P.

		
	By:	 	 Sabine Pass LNG-GP, Inc.
 Its general partner

	 	 	 


  

			
	 
		
	By:	 	 /s/ Graham McArthur

	 Name:
 Title:
	 	 Graham McArthur
 Treasurer



  
  
  
  

 33 







 EXHIBIT A 
  
 [FORM OF SECURED PARTY ADDITION AGREEMENT] 
  
 Reference is made to (i) that certain Collateral Agency Agreement, dated as of February 25, 2005 (the “Collateral Agency Agreement”),
among HSBC Bank USA, National Association, in its capacity as Collateral Agent, Société Générale, in its capacity as Administrative Agent and Sabine Pass LNG, LP, as Borrower and (ii) that certain Security Agreement,
dated as of February 25, 2005, among the Collateral Agent, the Administrative Agent and the Borrower. 
  
 The undersigned hereby agrees to be bound by, and to benefit from, the Security Agreement and the Collateral Agency Agreement as if a party thereof.

  

									
	 	 	 	 	 
					
	 Date:
	 	 	 	 	 	 	 	 [Insert Name of Party to be Added]

	 	 	 	 	 	 	 	 	 

  

			
	 
		
	By:	 	 
	 	 	 Name:
 Title:



 Address for Notes: 
  

Attention: 
 Tel. No.: 
 Fax No.: 
  

 34