Confirmation effective March 25, 2009 - Societe Generale


 Exhibit 10.12 
  

			
	

	 	February 25, 2005

  

							
	To:	  	Sabine Pass LNG, L.P.	  	From:	  	Societe Generale, New York
	Attn:	  	Mr. Graham McArthur	  	Attn:	  	IRD Documentation
	 	  	717 Texas Avenue	  	Tel:	  	212-278-7145 / 7087 / 7182
	 	  	Houston, TX 77002	  	Fax:	  	212-278-7650
	Tel:	  	(832) 204-2290	  	 	  	 
	Fax:	  	(713) 659-5459	  	 	  	 
				
	Re:	  	SGNY Ref # DFP0510624	  	 	  	 

  
 Dear Mr. McArthur: 
  
 The purpose of this letter agreement (this “Confirmation”) is to
confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the “Transaction”). 
  
 The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated in this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 
  
 This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject
to, the 1992 ISDA Master Agreement dated as of [TRADE DATE], as amended and supplemented from time to time (the “Agreement”), between Societe Generale, New York Branch (“Party A”) and Sabine Pass LNG, L.P. (“Party B”).
All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 
  
 1. The terms of the particular Transaction to which this Confirmation relates are as follows: 
  

			
	Notional Amount:	  	See attached Notional Schedule
		
	Trade Date:	  	February 25, 2005
		
	Effective Date:	  	March 25, 2009
		
	Termination Date:	  	March 25, 2012, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	Fixed Amounts:	  	 
		
	 Fixed Rate Payer:
	  	Party B
		
	 Fixed Rate Payer
	  	 

  

 1 








			
		
	 Payment Dates:
	  	The 25th of each March and September, commencing September
25, 2009, up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Rate:
	  	4.980%
		
	 Fixed Rate
	  	 
	 Day Count Fraction:
	  	Actual/360
		
	Floating Amounts:	  	 
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer
	  	 
	 Payment Dates:
	  	The 25th of each March and September, commencing September
25, 2009, up to and including the Termination Date, 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 month
		
	 Spread:
	  	None
		
	 Floating Rate
	  	 
	 Day Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	The first day of each Calculation Period
		
	 Compounding:
	  	Inapplicable
		
	Business Days:	  	New York and London
		
	Calculation Agent:	  	Party A, or as stated in the Agreement

  

 2 








	2.	Account Details 

  

			
	Payments to Party A:	  	Federal Reserve Bank of New York
	 	  	ABA 026-004-226
	 	  	F/O Societe Generale, NY
	 	  	Account No.: 9020721
		
	Payments to Party B:	  	PLEASE ADVISE

  

	3.	Offices: 

  

	 	(a)	The Office of Party A for the Transaction is New York; and 

  

	 	(b)	The Office of Party B for the Transaction is Houston, Texas. 

  

	4.	Non-Reliance: 

  
 Each party represents that (i) it is not relying upon any advice (whether written or oral) of the other party to this Transaction, other than the
representations expressly set forth in the Agreement or this Confirmation; (ii) it has made its own decisions in entering into this Transaction based upon advice from such professional advisors as it has deemed necessary; and (iii) it understands
the terms, conditions and risks of this Transaction and is willing to assume (financially and otherwise) those risks. 
  
 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing one copy of this Confirmation and returning it to us.

  

			
	Yours sincerely,
	
	SOCIETE GENERALE,
	NEW YORK BRANCH
		
	By:	 	 /s/ Liliana Gowdie


	Name:	 	Liliana Gowdie
	Title:	 	Vice President
		
	By:	 	 /s/ Christopher Frost


	Name:	 	Christopher Frost
	Title:	 	Managing Director


  
 Confirmed as of the date first
written above: 
  

			
	SABINE PASS LNG, L.P.
		
	By:	 	 /s/ Graham McArthur


	Name:	 	Graham McArthur
	Title:	 	Treasurer

  

 3 







 NOTIONAL SCHEDULE 
  

					
	 Period Start
 Date

	  	Period End
Date

	  	 Notional
 Amount
 (USD)


	 3/25/2009
	  	9/25/2009	  	350,000,000
	 9/25/2009
	  	3/25/2010	  	345,350,000
	 3/25/2010
	  	9/27/2010	  	340,500,000
	 9/27/2010
	  	3/25/2011	  	335,500,000
	 3/25/2011
	  	9/26/2011	  	330,350,000
	 9/26/2011
	  	3/26/2012	  	325,050,000

  

 4