Exhibit 10.36
CHENIERE ENERGY, INC.
TWO XXXXX CENTER
0000 XXXXX XXXXXX, XXXXX 0000
XXXXXXX, XXXXX 00000-0000
(000) 000-0000
FAX: (000) 000-0000
July 13, 1999
Lender
Form of Eighth Amendment to Securities Purchase Agreement ("Eighth
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, by the Sixth Amendment dated April 14, 1999 and
by the Seventh Amendment dated May 19, 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 of this amendment to the Agreement is to provide notice of the
repayment of 50% of the outstanding principal balance on July 15, 1999, to
extend the maturity date for the remaining principal balance from July 15, 1999
to October 15, 1999, to increase the interest rate effective July 16, 1999 from
LIBOR plus 4% to LIBOR plus 6% and to increase from $10,000,000 to $12,000,000
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 Maturity Date. The definition of Maturity Date in Section
12 shall be hereby amended by replacing the paragraph captioned MATURITY
DATE in its entirety with the following paragraph:
"MATURITY DATE means the earlier of (a) October 15, 1999 and (b)
the date that the Senior Notes are declared immediately due and
payable pursuant to SECTION 11 in the event of a Default; provided
that Lender's rights continue until the Obligation has been paid and
performed in full."
2. Amendment of Contract Rate. The definition of CONTRACT RATE in the
Senior Term Note shall be hereby amended by replacing the fourth
paragraph of the Senior Term Note in its entirety with the following
paragraph:
"The principal from day to day unpaid shall, except as stated
below, bear interest at a rate per annum which shall from day to day
be equal to the lesser of (a) the Maximum Rate (hereinafter defined)
and (b) the sum of 6% plus LIBOR. At the option of the holder of this
note and to the extent permitted by applicable law, all past-due
principal of this note and accrued and past-due interest on this note
shall bear interest from the date due and payable (stated or by
acceleration) until paid at a rate per annum which shall from day to
day be equal to the lesser of (a) the Maximum Rate and (b) the sum of
6% plus LIBOR, regardless of whether such payment is made before or
after entry of a judgement. Each change in the Maximum Rate will
become effective, without notice to Maker or any other person or
entity, upon the effective date of such change."
3. 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:
"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 $12,000,000 which may be retained by Borrower."
4. 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.
5. 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.
6. 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.
7. 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.
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8. 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 Eighth
Amendment.
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Lender
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