AMENDMENT No. 1 of LNG SALE AND PURCHASE AGREEMENT
Exhibit 10.7
AMENDMENT No. 1 of LNG SALE AND PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 OF LNG SALE AND PURCHASE AGREEMENT (this “Amendment”), dated August 2, 2022, is hereby entered into by and between Driftwood LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (USA) (“Seller”), and Vitol Inc., a corporation incorporated under the laws of Delaware whose principal place of business is located at 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 (XXX) (“Buyer”). Buyer and Seller are each referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, the Parties entered into that certain LNG Sale and Purchase Agreement dated June 2, 2021 (the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements made herein, the Parties, intending to be legally bound, hereby agree as follows:
AGREEMENT
1.Definitions. Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
2.Amendments.
1.The Parties agree to amend the Agreement to insert a new Section 2.3.6 as follows:
“2.3.6 Seller shall give Buyer five (5) Days’ prior written notice of Seller’s estimation of the start of a 5-Day window in which the CP Fulfillment Date is likely to occur (“5-Day Window”), provided that in no event shall the CP Fulfillment Date occur prior to the start of the 5-Day Window. Seller may revise such notice, one or more times, by prior written notice, provided that such revision may only postpone the 5-Day Window and the 5-Day Window may only commence at least five (5) Days after Buyer’s receipt of such revised notice. In the event Seller is in breach of this Section 2.3.6 (including but not limited to a failure to provide the notice required hereunder or if the CP Fulfillment Date occurs outside of the 5-Day Window), and notwithstanding the fact that the CP Fulfillment Date may have occurred, this shall be a Termination Event under Section 19.2.17 and Buyer may elect to give Seller a notice of termination of this Agreement under Section 19.3.3 within five (5) Days of becoming aware of such breach. For the avoidance of doubt, nothing in this Section 2.3.6 shall amend or otherwise effect Buyer’s rights and remedies provided elsewhere under this Agreement, including but not limited to its termination rights under Section 2.3.4.”
2.Parties agree to amend the Agreement to insert a new Section 19.2.17 as follows:
“19.2.17 in respect of Buyer, in accordance with Section 2.3.6.”
3.Parties agree to amend Section 19.3.3 (Termination) of the Agreement to insert a reference to Section 19.2.17, so that Section 19.3.3 reads as follows:
“19.3.3 Certain Events. Upon the occurrence of a Termination Event described in Sections 19.2.1, 19.2.3, 19.2.4, 19.2.5, 19.2.6, 19.2.7, 19.2.8, 19.2.9, 19.2.10, 19.2.11,
19.2.12, 19.2.13, 19.2.16 or 19.2.17, the Terminating Party’s notice pursuant to Section 19.3.1 shall terminate this Agreement immediately.”
3.Miscellaneous.
a.Force and Effect. All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
b.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
c.Confidentiality; Dispute Resolution; Immunity. The provisions of Section 18 (Confidentiality), Section 20.1 (Dispute Resolution), and Section 20.4 (Immunity) of the Agreement shall apply in this Amendment as if incorporated herein mutatis mutandis on the basis that references therein to the Agreement are to this Amendment.
d.Entire Agreement. Each Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties, and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
e.Severability. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
f.Counterparts. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all counterparts taken together shall have the same effect as if the undersigned parties hereto had signed the same instrument.
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IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed as of the date first written above.
SELLER: BUYER:
Driftwood LNG LLC Vitol Inc.
/s/ XXXXXXXXXX /s/ XXXXXXXXXX
Name: XXXXXXXXXX Name: XXXXXXXXXX
Title: XXXXXXXXXX Title: XXXXXXXXXX
