Exhibit 10.35
CHENIERE ENERGY, INC.
TWO XXXXX CENTER
0000 XXXXX XXXXXX, XXXXX 0000
XXXXXXX, XXXXX 00000-0000
(000) 000-0000
FAX: (000) 000-0000
May 19, 1999
Lender
Form of Seventh Amendment to Securities Purchase Agreement ("Seventh
Amendment")
Dear Lender:
Reference is made to the Securities Purchase Agreement dated as of
December 15, 1997 as amended by the Third Amendment dated on or about
September 13, 1998, by the Fourth Amendment dated January 12, 1999, by the Fifth
Amendment dated March 15, 1999 and by the Sixth Amendment dated April 14, 1999
(as amended, 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.
The purpose for this amendment of the Agreement is to increase from $5,000,000
to $10,000,000 the amount of net funds which Borrower may raise through private
placement of its equity securities or from the sale of seismic data and retain
for use in its business before being required to direct the proceeds from such
sources to prepayment of the Term Loan.
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 replacing paragraph (c) of such Section in its entirety with
the following paragraph:
(c) In addition to prepayments under clause (b) above, Borrower shall
make prepayments of principal of the Term Loan equal to the net cash
proceeds received by Borrower from any private placement of Borrower's
equity securities or from any sale by Borrower of seismic data, less up
to $10,000,000 which may be retained by Borrower.
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 forth
herein verbatim. 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.
7. 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 and
returning an executed copy hereof to Borrower, 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:
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Xxx X. Xxxxxxxxx
Chief Financial Officer
Accepted and agreed to as of the day
and year first set forth in this Seventh
Amendment.
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Lender
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