Exhibit 10.28
[Letterhead of Cheniere Energy, Inc.]
As of December 15, 1997
[Name and address of Lender]
Re: Form of First Amendment to Securities Purchase Agreement
Ladies & Gentlemen:
Reference is made to the Securities Purchase Agreement dated as of December
15, 1997 (the "AGREEMENT"), between Cheniere Energy, Inc., a Delaware
corporation ("BORROWER"), and __________________("LENDER"). Unless otherwise
indicated, all capitalized terms herein are used as defined in the Agreement.
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Borrower and Lender agree as follows:
1. Amendment of Terms of Payment. SECTION 2 of the Agreement is hereby amended
by adding to the end of such Section a new paragraph (d) which reads as
follows in its entirety:
"(d) All payments on the Notes shall be applied pro rata to the then due
and outstanding principal amounts or interest obligations, as the case may be,
under each of the Notes."
2. REPRESENTATIONS AND WARRANTIES. BORROWER REPRESENTS AND WARRANTS THAT IT
POSSESSES ALL REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER AND COMPLY
WITH THE TERMS OF THIS INSTRUMENT, WHICH HAS BEEN DULY AUTHORIZED AND
APPROVED BY ALL NECESSARY CORPORATE ACTION AND FOR WHICH NO CONSENT OF ANY
PERSON IS REQUIRED.
3. Fees and Expenses. Borrower agrees to pay the reasonable fees and expenses of
counsel to Lender for services rendered in connection with the negotiation
and execution of this instrument.
4. Loan Paper; Effect. This instrument is a Loan Paper and, therefore, is
subject to the applicable provisions of SECTION 13 of the Agreement, all of
which are incorporated herein by reference the same as if set further herein
verbatim. Except as amended in this instrument, the Loan Papers are and shall
be unchanged and shall remain in full force and effect. In the
event of any inconsistency between the terms of the Agreement as hereby
modified (the "AMENDED AGREEMENT") and any other Loan Papers, the terms of
the Amended Agreement shall control and such other document shall be deemed
to be amended hereby to conform to the terms of the amended Agreement.
5. No Waiver of Defaults. This instrument does not constitute a waiver of, or a
consent to any present or future violation of or default under, any provision
of the Loan Papers, or a waiver of Lender's right to insist upon future
compliance with each term, covenant, condition and provision of the Loan
Papers, and the Loan papers shall continue to be binding upon, and inure to
the benefit of, Borrower, Lender and their respective successors and assigns.
6. Final Agreement. THE LOAN PAPERS, AS AMENDED HEREBY, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
If the foregoing terms and conditions are acceptable to Lender, Lender should
indicate its acceptance by signing in the space provided below, whereupon this
letter shall become an agreement binding upon and inuring to the benefit of
borrower and lender and their respective successors and assigns.
Sincerely,
CHENIERE ENERGY, INC.
By:______________________________
Xxx X. Xxxxxxxxx
Chief Financial Officer
Accepted and agreed to as of the day and year first set forth in the foregoing
letter.
[Lender's name]
By:______________________________
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