AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Exhibit 10.7
AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Amendment to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of September 27, 2019, is entered into by and among CHENIERE ENERGY, INC., a Delaware corporation (“Borrower”), SOCIÉTÉ GÉNÉRALE, as administrative agent (“Agent”), and the Requisite Lenders party hereto.
RECITALS
A. Reference is made to the Amended and Restated Revolving Credit Agreement, dated as of December 13, 2018, by and among Borrower, Agent and the various Lenders and Issuing Banks party thereto (as amended pursuant hereto, and as otherwise amended, restated, supplemented or otherwise modified from time to time and including all schedules and exhibits thereto, the “Credit Agreement”).
B. Section 9.5(a) of the Credit Agreement permits certain terms of the Credit Agreement to be amended with the consent of the Borrower, Agent and the Requisite Lenders.
C. Borrower, Agent and the Requisite Lenders desire to enter into this Amendment to amend the Credit Agreement as set forth herein.
AGREEMENTS
In consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Agent and the Requisite Lenders hereby agree as follows:
SECTION 1.Defined Terms. Except as otherwise expressly provided herein, capitalized terms used herein (including in the recitals and preamble hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in subsection 1.3 of the Credit Agreement also apply to this Amendment mutatis mutandis.
SECTION 2.Amendment to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3, the Credit Agreement is hereby amended as of the date hereof as follows:
(a)Section 2.4 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Use of Proceeds. Letters of Credit and the proceeds of Loans shall be available and applied, respectively, as follows: (a) Letters of Credit (measured based on the L/C Obligations in respect thereof) and such Loan proceeds (including Loans made to refinance Unreimbursed Amounts in respect of such Letters of Credit), collectively in the aggregate, of up to twenty percent (20%) of the Commitments (the “Base GCP Amount”) may be used for general corporate purposes of
Borrower (excluding, prior to the Trigger Point, the making of Restricted Payments); provided that no Letters of Credit shall be available and no proceeds of Loans may be used for general corporate purposes unless (i) the (A) Aggregate Availability plus (B) from and after the Trigger Point, Borrower’s Unrestricted Cash is no less than the amount of Borrower’s Outstanding CCH ECA Obligation as of the date of the proposed Credit Extension; provided that the Outstanding CCH ECA Obligation shall be reduced by the Stated Amount of any Letter of Credit issued to fund CCH Equity Contributions (provided further that, for the avoidance of doubt, the Aggregate Availability shall with respect to each such Letter of Credit be reduced by the amount of L/C Obligations with respect to such Letter of Credit) and (ii) no event, circumstance or change has occurred that would constitute a GCP Material Adverse Effect; and (b) Letters of Credit (measured based on the L/C Obligations in respect thereof) and such Loan proceeds (including Loans made to refinance Unreimbursed Amounts in respect of such Letters of Credit) in an aggregate amount equal to the balance of the Commitments may be used by Borrower to fund, directly or indirectly, CCH Equity Contributions to CCH HoldCo II and its Subsidiaries, as well as related fees and expenses; provided that at any time (and only during the time period) when the Outstanding CCH ECA Obligation (reduced by the Stated Amount of any Letter of Credit issued to fund CCH Equity Contributions, provided that, for the avoidance of doubt, the Aggregate Availability shall with respect to each such Letter of Credit be reduced by the amount of L/C Obligations with respect to such Letter of Credit) is less than (A) the Aggregate Availability plus (B) from and after the Trigger Point, Borrower’s Unrestricted Cash, the amount of Commitments that may be used for general corporate purposes of Borrower and its Subsidiaries (excluding, prior to the Trigger Point, the making of Restricted Payments) pursuant to this Section 2.4 shall be increased (at such time and during such time period) above the Base GCP Amount by the amount that (A) Aggregate Availability plus (B) from and after the Trigger Point, Borrower’s Unrestricted Cash, exceeds the Outstanding CCH ECA Obligation (reduced by the Stated Amount of any Letter of Credit issued to fund CCH Equity Contributions, provided that, for the avoidance of doubt, the Aggregate Availability shall with respect to each such Letter of Credit be reduced by the amount of L/C Obligations with respect to such Letter of Credit). Notwithstanding the foregoing or anything else in this Agreement to the contrary, Letters of Credit and the proceeds of Loans shall be available and applied, on the Closing Date, to (i) pay accrued fees and expenses owing under or in connection with the Existing Credit Agreement and the Finance Documents defined therein and (ii) pay the fees, costs and expenses incurred in connection with this Agreement and the other Finance Documents.
SECTION 3.Conditions of Effectiveness. This Amendment shall become effective on the date the Agent shall have received counterparts of this Amendment duly executed by each of the Borrower, Agent, and Lenders constituting the Requisite Lenders (the first date on which such conditions have been satisfied, the “Amendment Effective Date”).
Signature Page to Amendment to Amended and Restated Credit Agreement
SECTION 4.Representations and Warranties. The Borrower hereby represents and warrants as of the Amendment Effective Date as follows:
(a)This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless whether considered in a proceeding in equity or at law).
(b)After giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all respects) as of such earlier date.
SECTION 5.Effect on Credit Agreement.
(a)Except as specifically amended hereby, all of the terms and conditions of the Credit Agreement are unaffected and shall continue to be in full force and effect and shall be binding on the parties hereto in accordance with their respective terms, except as expressly superseded by this Amendment. This Amendment does not, except as explicitly set forth herein, constitute a waiver of compliance with, or modification or amendment of, any other term or condition under the Credit Agreement.
(b)This Amendment is a “Financing Document” and shall constitute an amendment of the Credit Agreement made under and in accordance with the terms of Section 9.5 of the Credit Agreement.
SECTION 6.Governing Law. Section 9.14 of the Credit Agreement is hereby incorporated by reference into this Amendment and shall apply hereto, mutatis mutandis, as if fully set forth herein.
SECTION 7.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic means (including “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
[signature pages follow]
Signature Page to Amendment to Amended and Restated Credit Agreement
IN WITNESS WHEREOF, each of the undersigned have caused this Amendment to be executed by their respective duly authorized officers as of the date first written above.
BORROWER: | ||
By: | /s/ Xxxx X. Xxxxx | |
Name: | Xxxx X. Xxxxx | |
Title: | Vice President and Treasurer | |
Signature Page to Amendment to Amended and Restated Credit Agreement
AGENT: | ||
SOCIÉTÉ GÉNÉRALE | ||
as Administrative Agent | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
REQUISITE LENDERS: | ||
SOCIÉTÉ GÉNÉRALE | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
ROYAL BANK OF CANADA, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxx Spirey | |
Name: | Xxxxxxx Spirey | |
Title: | Authorized Signatory | |
Signature Page to Amendment to Amended and Restated Credit Agreement
THE BANK OF NOVA SCOTIA, HOUSTON | ||
BRANCH, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: | Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
ING CAPITAL LLC, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxx | |
Title: | Managing Director | |
By: | /s/ Catharina van der Woude | |
Name: | Catharina van der Woude | |
Title: | Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
BANK OF AMERICA, N.A., | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: | Xxxxxx Xxxxxxxx | |
Title: | Vice President | |
Signature Page to Amendment to Amended and Restated Credit Agreement
XX XXXXXX XXXXX BANK, N.A., | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Authorized Signatory | |
Signature Page to Amendment to Amended and Restated Credit Agreement
CITIBANK, N.A., | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: | Vice President | |
Signature Page to Amendment to Amended and Restated Credit Agreement
XXXXXXX SACHS BANK USA, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: | Authorized Signatory | |
Signature Page to Amendment to Amended and Restated Credit Agreement
HSBC BANK USA, NATIONAL | ||
ASSOCIATION, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: | Xxxxxx Xxxxxxxx | |
Title: | Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
INTESA SANPAOLO S.P.A., NEW YORK | ||
BRANCH, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxxxx Xxxx Xxxxxxx | |
Name: | Xxxxxxxxx Xxxx Cobacho | |
Title: | First Vice President | |
By: | /s/ Xxxxxxxx X. Matacchieri | |
Name: | Xxxxxxxx X. Matacchieri | |
Title: | Vice President | |
Signature Page to Amendment to Amended and Restated Credit Agreement
MIZUHO BANK, LTD., | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Managing Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
XXXXXX XXXXXXX SENIOR FUNDING, | ||
INC., | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | Vice President | |
Signature Page to Amendment to Amended and Restated Credit Agreement
CANADIAN IMPERIAL BANK OF | ||
COMMERCE, NEW YORK BRANCH, | ||
as Lender and Issuing Bank | ||
By: | /s/ Lavinia Macovschi | |
Name: | Lavinia Macovschi | |
Title: | Authorized Signatory | |
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Authorized Signatory | |
Signature Page to Amendment to Amended and Restated Credit Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS | ||
BRANCH, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Authorized Signatory | |
By: | /s/ Xxxxxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxxxxx Xxxxxxx | |
Title: | Authorized Signatory | |
Signature Page to Amendment to Amended and Restated Credit Agreement
MUFG BANK, LTD., | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | Managing Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
SUMITOMO MITSUI BANKING | ||
CORPORATION, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: | Executive Director | |
Signature Page to Amendment to Amended and Restated Credit Agreement
ABN AMRO CAPITAL USA LLC, | ||
as Lender and Issuing Bank | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: | Managing Director | |
By: | /s/ Xxxx X. Xxxxxxxx | |
Name: | Xxxx X. Xxxxxxxx | |
Title: | Vice-President | |
Signature Page to Amendment to Amended and Restated Credit Agreement
