Exhibit 10.12
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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 |
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| 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 |
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| Day Count Fraction: |
Actual/360 | |
| Floating Amounts: | ||
| Floating Rate Payer: |
Party A | |
| Floating Rate Payer |
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| 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 |
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| Calculation Period: |
To be determined | |
| Designated Maturity: |
Six month | |
| Spread: |
None | |
| Floating Rate |
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| 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 | |
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| 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 | |
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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 |
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