LNG SPA Maintenance Clause Samples
The LNG SPA Maintenance clause outlines the obligations and procedures for maintaining the facilities, equipment, and infrastructure necessary for the supply and delivery of liquefied natural gas under a Sale and Purchase Agreement (SPA). This clause typically specifies the standards of maintenance required, the responsibilities of each party, and may address scheduled maintenance periods, notification requirements, and the handling of maintenance-related disruptions. By clearly defining maintenance duties and expectations, the clause helps ensure reliable LNG delivery and minimizes disputes or interruptions caused by equipment failure or inadequate upkeep.
LNG SPA Maintenance. The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL fails to maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity unless, upon termination of the Initial LNG SPA or any other Qualifying LNG SPA, CCL enters into Qualifying LNG SPA(s) (each, a “Replacement Indenture Qualifying LNG SPA”) within ninety (90) days following such termination to the extent necessary to meet the Base Committed Quantity, which period will be automatically extended by an additional ninety (90) days if the Company certifies to the Trustee prior to the termination of the initial ninety (90) day period that:
(a) CCL intends to replace such terminated LNG SPA with one or more LNG SPA that would each be a Qualifying LNG SPA that enable CCL to meet the Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and
(b) the termination of such Qualifying LNG SPA would not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any of the above cure periods, then the Company shall have the benefit of such extended cure period under this Indenture to replace such terminated LNG SPA and (ii) if no Loans or Senior Debt Commitments in connection therewith are outstanding, the maximum period within which to replace such terminated LNG SPA shall be three hundred and sixty (360) days. A “Qualifying LNG SPA” comprises each of the Initial LNG SPAs and any other LNG SPA that meets each of the following conditions:
(c) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA:
(1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent;
(2) such LNG SPA is entered into for a Qualifying Term and is entered into (i) with an Investment Grade LNG Buyer or, (ii) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or
(3) in the case of:
(A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes ...