FIRST AMENDMENT TO INVESTORS’ AGREEMENTInvestors’ Agreement • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDMENT TO INVESTORS’ AGREEMENT, dated as of November 11, 2008 (this “Amendment”), is among Cheniere Energy, Inc., a Delaware corporation (including successors, the “Company”), Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), and GSO Special Situations Fund LP, GSO Origination Funding Partners LP, Blackstone Distressed Securities Fund L.P., GSO COF Facility LLC, and Scorpion Capital Partners LP (collectively, the “Investors”, and each, an “Investor”).
SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST ENTITIES) AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES)Credit Agreement • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (CREST ENTITIES) AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES) (collectively, this “Amendment”) is entered into as of this 31st day of December, 2008, by Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), the Loan Parties, the Guarantors and the Grantors (as defined in the Credit Agreement referenced below) signatory hereto, the Lenders signatory hereto and The Bank Of New York Mellon, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement (as defined below).
WAIVER TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT (NON-CREST ENTITIES) dated as of December 31, 2008Waiver • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This Waiver (this “Waiver”) to Credit Agreement and to Guarantee and Collateral Agreement (Non-Crest Entities) is dated as of December 31, 2008, and pertains to (i) that certain Credit Agreement dated as of August 15, 2008 by and among Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), The Bank of New York Mellon, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), certain affiliates of the Borrower signatory thereto and the Lenders signatory thereto (as the same may be amended, restated, increased or extended from time to time, the “Credit Agreement”) and (ii) that certain Guarantee and Collateral Agreement (Non-Crest Entities) dated as of August 15, 2008, executed by Borrower and certain affiliates of Borrower signatory thereto in favor of The Bank of New York Mellon, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) (as the same may be amended, r
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 15, 2008 (this “Amendment”), is among Cheniere Common Units Holding, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below), the several banks and other financial institutions signatories hereto (the “Lenders”) and The Bank of New York Mellon, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
CHANGE ORDER FORM (for use when the Parties execute the Change Order pursuant to Section 32 of the General Conditions)Change Order • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas
INDEFINITE TERM EMPLOYMENT AGREEMENTIndefinite Term Employment Agreement • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas
Cheniere International, Inc., acting on behalf of the company Cheniere LNG Services, a société à responsabilité limitée whose registration is pending and whose registered office is located at 46 rue Pierre Charron, 75008 Paris, and represented by Mrs Ann Raden, duly authorised in this regard.
SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTSGuarantee and Collateral Agreements • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTS (this “Amendment”) is entered into as of this 31st day of December, 2008 by Cheniere Midstream Holdings, Inc., a Delaware corporation (“Cheniere Midstream Holdings”), Sabine Pass Tug Services, LLC, a Delaware limited liability company (“Sabine Pass Tug Services”), Cheniere LNG, Inc., a Delaware corporation (“Cheniere LNG”), Cheniere LNG Terminals, Inc., a Delaware corporation (“Cheniere LNG Terminals”), Cheniere Marketing, LLC (formerly known as Cheniere Marketing, Inc.), a Delaware limited liability company (“Cheniere Marketing”), the Lenders (as defined below) signatory hereto and The Bank of New York Mellon, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Guarantee and Collateral Agreements (as defined below).
SCHEDULE D-1 CHANGE ORDERChange Order • February 27th, 2009 • Cheniere Energy Inc • Crude petroleum & natural gas
The defined term for “Ready for Performance Testing” set forth in Article 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following definition:
