Exhibit 10.5
HSBC Bank USA, National Association
452 Fifth Avenue
New York, NY 10018
Fax: (212) 525-0673
July 21, 2006
Sabine Pass LNG, L.P.
717 Texas Ave.
Houston, TX 77002
| Attn: | Graham McArthur |
Phone: 832-204-2290
Fax: 713-659-5459
Email: gmcarthur@cheniere.com
Dear Sir or Madam:
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
| 1. | The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. |
This Confirmation supplements, forms part of, and is subject to the 1992 ISDA Master Agreement dated as of February 25, 2005, as amended and supplemented from time to time (the “Agreement”), between HSBC Bank USA, National Association (“Party A”) and Sabine Pass LNG, L.P. (“Party B”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
Each of Party A and Party B represents to the other that it has entered into this Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.
| 2. | The terms of the particular Transaction to which this Confirmation relates are as follows: |
| Notional Amount: |
As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation | |
| Trade Date: |
July 21, 2006 | |
| Effective Date: |
October 25, 2006 | |
| Termination Date: |
March 25, 2009, subject to adjustment in accordance with the Modified Following Business Day Convention | |
HSBC Bank USA, National Association
| Fixed Amounts: |
||
| Fixed Rate Payer: |
Party B | |
| Fixed Rate Payer |
||
| Payment Dates: |
The 25th calendar day of each March and September, commencing on March 25, 2007 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate: |
5.690000 % | |
| Fixed Rate |
||
| Day Count Fraction: |
Actual/360 | |
| Floating Amounts: |
||
| Floating Rate Payer: |
Party A | |
| Floating Rate Payer |
||
| Payment Dates: |
The 25th calendar day of each March and September, commencing on March 25, 2007 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate Option: |
USD-LIBOR-BBA | |
| Floating Rate for initial |
||
| Calculation Period: |
To be determined | |
| Designated Maturity: |
One month | |
| Spread: |
None | |
| Floating Rate |
||
| Day Count Fraction: |
Actual/360 | |
| Reset Dates: |
The first day of each Calculation Period or Compounding Period if Compounding is applicable | |
| Compounding: |
Inapplicable | |
| Business Days: |
London and New York | |
| Calculation Agent: |
Party A | |
2
HSBC Bank USA, National Association
| 3. Account Details: |
||
| Payments to Party A: |
HSBC Bank USA | |
| ABA # 021-001-088 | ||
| For Credit to Department 299 | ||
| A/C: 000-04929-8 | ||
| HSBC Derivative Products Group | ||
| Payments to Party B: |
Please advise | |
4. Office:
Party A is acting through its New York Office for the purposes of this Transaction.
5. Please confirm that the forgoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile to:
| HSBC Bank USA, National Association | ||
| Swap Documentation | ||
| Attention: |
Christian McGreevy | |
| Telephone: |
(212) 525-8710 | |
| Fax: |
(212) 525-5517 | |
Please direct all settlement inquiries to:
| HSBC Bank USA, National Association | ||
| Derivative Settlements | ||
| Attention: |
Jeffrey Lombino | |
| Telephone: |
(212) 525-5393 | |
| Fax: |
(212) 525-0561 | |
3
HSBC Bank USA, National Association
This message will be the only form of Confirmation dispatched by us. Please execute and return it to us by facsimile immediately. If you wish to exchange hard copy forms of this Confirmation, please contact us.
| Yours sincerely, | ||
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
| By: | Dennis J. Nevins | |
| Authorized Signature | ||
| By: | /s/ Tiffany Moncrieffe | |
| Authorized Signature | ||
| Confirmed as of the date first written above: | ||
| SABINE PASS LNG, L.P. | ||
| By: | /s/ Graham McArthur | |
| Name: | Graham McArthur | |
| Title: | Treasurer | |
Attachment
4
HSBC Bank USA, National Association
Exhibit I
| For the Calculation Periods |
Notional Amount in USD: | |||
| From and including:* |
To but excluding:* |
|||
| The Effective Date |
November 25, 2006 | 10,338,933.00 | ||
| November 25, 2006 |
December 25, 2006 | 22,907,984.00 | ||
| December 25, 2006 |
January 25, 2007 | 28,574,269.00 | ||
| January 25, 2007 |
February 25, 2007 | 37,895,858.00 | ||
| February 25, 2007 |
March 25, 2007 | 46,826,584.00 | ||
| March 25, 2007 |
April 25, 2007 | 60,570,346.00 | ||
| April 25, 2007 |
May 25, 2007 | 70,193,862.00 | ||
| May 25, 2007 |
June 25, 2007 | 88,165,136.00 | ||
| June 25, 2007 |
July 25, 2007 | 93,981,320.00 | ||
| July 25, 2007 |
August 25, 2007 | 105,327,117.00 | ||
| August 25, 2007 |
September 25, 2007 | 111,713,348.00 | ||
| September 25, 2007 |
October 25, 2007 | 119,675,507.00 | ||
| October 25, 2007 |
November 25, 2007 | 125,443,591.00 | ||
| November 25, 2007 |
December 25, 2007 | 141,914,888.00 | ||
| December 25, 2007 |
January 25, 2008 | 142,634,770.00 | ||
| January 25, 2008 |
February 25, 2008 | 148,153,701.00 | ||
| February 25, 2008 |
March 25, 2008 | 155,028,058.00 | ||
| March 25, 2008 |
April 25, 2008 | 157,590,065.00 | ||
| April 25, 2008 |
May 25, 2008 | 163,504,040.00 | ||
| May 25, 2008 |
June 25, 2008 | 183,468,801.00 | ||
| June 25, 2008 |
July 25, 2008 | 189,220,065.00 | ||
| July 25, 2008 |
August 25, 2008 | 195,670,330.00 | ||
| August 25, 2008 |
September 25, 2008 | 201,152,786.00 | ||
| September 25, 2008 |
October 25, 2008 | 206,376,309.00 | ||
| October 25, 2008 |
November 25, 2008 | 212,117,347.00 | ||
| November 25, 2008 |
December 25, 2008 | 230,844,731.00 | ||
| December 25, 2008 |
January 25, 2009 | 231,877,311.00 | ||
| January 25, 2009 |
February 25, 2009 | 233,268,170.00 | ||
| February 25, 2009 |
The Termination Date | 275,000,000.00 | ||
| * | All dates listed above (with the exception of the Effective Date), are subject to adjustment in accordance with the Modified Following Business Day Convention |
5
| HSBC | Bank USA, National Association |
452 Fifth Avenue
New York, NY 10018
Fax: (212) 525-0673
July 21, 2006
Sabine Pass LNG, L.P.
717 Texas Ave.
Houston, TX 77002
Attn: Graham McArthur
Phone: 832-204-2290
Fax: 713-659-5459
Email: gmcarthur@cheniere.com
Dear Sir or Madam:
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
| 1. | The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. |
This Confirmation supplements, forms part of, and is subject to the 1992 ISDA Master Agreement dated as of February 25, 2005, as amended and supplemented from time to time (the “Agreement”), between HSBC Bank USA, National Association (“Party A”) and Sabine Pass LNG, L.P. (“Party B”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
Each of Party A and Party B represents to the other that it has entered into this Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.
| 2. | The terms of the particular Transaction to which this Confirmation relates are as follows: |
| Notional Amount: |
As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation | |
| Trade Date: |
July 21, 2006 | |
| Effective Date: |
March 25, 2009 | |
| Termination Date: |
July 1, 2015, subject to adjustment in accordance with the Modified Following Business Day Convention | |
GHSBC Bank USA, National Association
| Fixed Amounts: |
||
| Fixed Rate Payer: |
Party B | |
| Fixed Rate Payer |
||
| Payment Dates: |
The 25th calendar day of each March and September, commencing on September 25, 2009 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate: |
5.690000 % | |
| Fixed Rate |
||
| Day Count Fraction: |
Actual/360 | |
| Floating Amounts: |
||
| Floating Rate Payer: |
Party A | |
| Floating Rate Payer |
||
| Payment Dates: |
The 25th calendar day of each March and September, commencing on September 25, 2009 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate Option: |
USD-LIBOR-BBA | |
| Floating Rate for initial |
||
| Calculation Period: |
To be determined | |
| Designated Maturity: |
Six months, provided however, for the final Calculation Period, the Designated Maturity shall be the Linear Interpolation of three months and four months | |
| Spread: |
None | |
| Floating Rate |
||
| Day Count Fraction: |
Actual/360 | |
| Reset Dates: |
The first day of each Calculation Period or Compounding Period if Compounding is applicable | |
| Compounding: |
Inapplicable | |
| Business Days: |
London and New York | |
2
HSBC Bank USA, National Association
| Calculation Agent: |
Party A | |
| 3. Account Details: |
||
| Payments to Party A: |
HSBC Bank USA | |
| ABA # 021-001-088 | ||
| For Credit to Department 299 | ||
| A/C: 000-04929-8 | ||
| HSBC Derivative Products Group | ||
| Payments to Party B: |
Please advise | |
4. Office:
Party A is acting through its New York Office for the purposes of this Transaction.
5. Please confirm that the forgoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile to:
| HSBC Bank USA, National Association | ||
| Swap Documentation | ||
| Attention: | Christian McGreevy | |
| Telephone: | (212) 525-8710 | |
| Fax: | (212) 525-5517 | |
Please direct all settlement inquiries to:
| HSBC Bank USA, National Association | ||
| Derivative Settlements | ||
| Attention: | Jeffrey Lombino | |
| Telephone: | (212) 525-5393 | |
| Fax: | (212) 525-0561 | |
3
HSBC Bank USA, National Association
This message will be the only form of Confirmation dispatched by us. Please execute and return it to us by facsimile immediately. If you wish to exchange hard copy forms of this Confirmation, please contact us.
| Yours sincerely, | ||
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
| By: | /s/ Dennis J. Nevins | |
| Authorized Signature | ||
| By: | /s/ Tiffany Moncrieffe | |
| Authorized Signature | ||
| Confirmed as of the date first written above: | ||
| SABINE PASS LNG, L.P. | ||
| By: | /s/ Graham McArthur | |
| Name: | Graham McArthur | |
| Title: | Treasurer | |
Attachment
4
HSBC Bank USA, National Association
Exhibit I
| For the Calculation Periods |
Notional Amount in USD: | |||
| From and including:* |
To but excluding:* |
|||
| The Effective Date |
September 25, 2009 | 275,000,000.00 | ||
| September 25, 2009 |
March 25, 2010 | 279,668,745.00 | ||
| March 25, 2010 |
September 25, 2010 | 284,495,060.00 | ||
| September 25, 2010 |
March 25, 2011 | 289,484,264.00 | ||
| March 25, 2011 |
September 25, 2011 | 294,641,853.00 | ||
| September 25, 2011 |
March 25, 2012 | 299,973,510.00 | ||
| March 25, 2012 |
September 25, 2012 | 625,000,000.00 | ||
| September 25, 2012 |
March 25, 2013 | 625,000,000.00 | ||
| March 25, 2013 |
September 25, 2013 | 323,472,096.00 | ||
| September 25, 2013 |
March 25, 2014 | 316,642,080.00 | ||
| March 25, 2014 |
September 25, 2014 | 309,601,618.00 | ||
| September 25, 2014 |
March 25, 2015 | 302,303,968.00 | ||
| March 25, 2015 |
The Termination Date | 294,766,974.00 | ||
| * | All dates listed above (with the exception of the Effective Date), are subject to adjustment in accordance with the Modified Following Business Day Convention |
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