Corrective Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 17, 2023
EXHIBIT 10.4
| EXCELERATE ENERGY 2445 Technology Forest Blvd., Level 6 The Woodlands, TX 77381 USA |
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| excelerateenergy.com |
Wells Fargo Bank, N.A.
1525 West WT Harris Blvd. 1B1
Charlotte, NC 28262
Attention: Leng Xiong
Re: Request for Corrective Amendment
Gentlemen:
Reference is made to that certain Amended and Restated Senior Secured Credit Agreement dated as of March 17, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Excelerate Energy Limited Partnership, a Delaware limited partnership, as borrower (the “Borrower”), Excelerate Energy, Inc., a Delaware corporation (“Parent”), Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”), and each of the financial institutions from time to time party thereto as lenders (each a “Lender” and collectively the “Lenders”). Unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement shall have the respective meanings assigned to such terms in the Credit Agreement.
The Borrower has advised the Administrative Agent that Section 6.7(d) of the Credit Agreement contains an ambiguity, mistake or defect as a result of the omission of a reference to EE Holdings as a permitted recipient of Restricted Payments described therein (the “Specified Drafting Issue”). The Borrower has further advised the Administrative Agent that the Specified Drafting Issue created a conflict between Section 6.7(d) of the Credit Agreement and the requirements under the Borrower’s Sixth Amended and Restated Limited Partnership Agreement, dated as of April 14, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Borrower Operating Agreement”).
Pursuant to and in accordance with Section 9.2(c) of the Credit Agreement, the Borrower hereby requests that the Administrative Agent execute this letter (this “Letter”) to amend and correct the Specified Drafting Issue in Section 6.7(d) of the Credit Agreement in order to cure the Specified Drafting Issue and resulting conflict between the Credit Agreement and the Borrower Operating Agreement.
Accordingly, the Administrative Agent has agreed to grant the requested amendment and correction in accordance with the following terms of this Letter:
Excelerate Energy Limited Partnership,
February 16, 2024 Page 2
Excelerate Energy Limited Partnership,
February 16, 2024 Page 3
Please evidence your acknowledgment of and agreement to each of the terms and conditions set forth herein by executing this Letter in the space indicated below and returning a fully executed counterpart of this Letter to the Borrower.
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Regards,
EXCELERATE ENERGY LIMITED
PARTNERSHIP,
as the Borrower
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| By: | /s/ Dana Armstrong | ||
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| Name: Dana Armstrong | |
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| Title: Chief Financial Officer | |
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EXCELERATE ENERGY, INC., as Parent
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| By: | /s/ Dana Armstrong | ||
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| Name: Dana Armstrong | |
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| Chief Financial Officer | |
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SIGNATURE PAGE TO
EXCELERATE ENERGY LIMITED PARTNERSHIP
CORRECTIVE AMENDMENT LETTER — FEBRUARY 2024
ACKNOWLEDGED AND AGREED:
WELLS FARGO BANK, N.A.,
as the Administrative Agent
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| By: | /s/ Michael Quigley | ||
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| Name: Michael Quigley | |
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| Title: Vice President | |
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SIGNATURE PAGE TO
EXCELERATE ENERGY LIMITED PARTNERSHIP
CORRECTIVE AMENDMENT LETTER — FEBRUARY 2024