Exhibit 10.3
Execution
Version
AMENDMENT NO. FOUR-C TO CREDIT
AGREEMENT
This AMENDMENT NO. FOUR-C TO CREDIT AGREEMENT
(this “ Amendment ”) is entered into, as
of June 23, 2009, by Cheniere Common Units Holding, LLC, a Delaware
limited liability company (the “ Borrower
”), the Loan Parties, the Lenders 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).
Preliminary
Statements
A.
Borrower has entered into that certain Credit
Agreement, dated as of August 15, 2008, by and among the Borrower,
the Administrative Agent, certain affiliates of the Borrower
signatory thereto and the Lenders from time to time party thereto
(as amended by that certain First Amendment to Credit Agreement,
dated as of September 15, 2008, Second Amendment to Credit
Agreement, dated as of December 31, 2008, Third Amendment to Credit
Agreement, dated as of April 3, 2009, Fourth Amendment to Credit
Agreement, dated as of April 9, 2009, Amendment No. Four-A to
Credit Agreement, dated as of April 27, 2009, and Amendment No.
Four-B to Credit Agreement, dated as of April 28, 2009, as further
amended, restated, supplemented or otherwise modified from time to
time, the “ Credit Agreement
”);
B.
Borrower has notified the Administrative Agent,
the Collateral Agent and the Lenders that it desires to amend the
Credit Agreement in order to be permitted to repurchase certain
notes issued pursuant to the CEI Indenture; and
C.
Subject to certain conditions as set forth
herein, the Administrative Agent, the Collateral Agent and the
Required Lenders are willing to agree to such amendment relating to
the Credit Agreement.
NOW THEREFORE, in consideration of the premises
and the agreements, other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Loan Parties, the Administrative Agent, the
Collateral Agent and the Required Lenders, hereby agree as
follows:
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Amendments
to Section 1.01 (Definitions) . Section 1.01 of the Credit
Agreement is hereby amended by adding the following new definitions
in proper alphabetical sequence:
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“
Four-C Amendment ” shall mean that certain Amendment
No. Four-C to Credit Agreement, dated as of June 23, 2009, among
Borrower, certain affiliates of Borrower signatory thereto, the
Administrative Agent, the Collateral Agent and the Required
Lenders.
“
Four-C Amendment Effective Date ” shall mean the date
of satisfaction of the conditions referred to in Section 4 of the
Four-C Amendment.”
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Amendments
to Section 6.04 (Investments, Loans and Advances)
. Section 6.04 of the
Credit Agreement is hereby amended by deleting clause (f) thereof
in its entirety and replacing it with the following new clause
(f):
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“(f) Investments
in an amount not to exceed $23,525,000 made by CEI with respect to
repurchasing certain of the notes issued pursuant to the CEI
Indenture.”.
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Representations and Warranties
. Each Loan Party
hereby represents and warrants to the Administrative Agent, the
Collateral Agent and the Lenders (which representations and
warranties shall survive the execution and delivery of this
Amendment), as follows:
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Absence of
Defaults . No
event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment
that would constitute a Default or Event of Default after giving
effect to this Amendment.
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Enforceability . This Amendment has been duly
executed and delivered by such Loan Party and constitutes a legal,
valid and binding obligation of such Loan Party enforceable against
such Loan Party in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a
proceeding in equity or at law.
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Authorization, No Conflicts
. The execution, delivery
and performance of this Amendment by each Loan Party (i) has been
duly authorized by all requisite organizational action of such Loan
Party and (ii) will not (A) violate (1) any provision of law,
statute, rule or regulation, or of the certificate or articles of
incorporation or other constitutive documents or by-laws of such
Loan Party, (2) any order of any Governmental Authority or
arbitrator or (3) any provision of any indenture, agreement or
other instrument to which such Loan Party is a party or by which it
or any of its property is or may be bound, (B) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse
of time or both) a default under, or give rise to any right to
accelerate or to require the prepayment, repurchase or redemption
of any obligation under any such indenture, ag
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