First Amendment to Senior Secured Revolving Credit Agreement
FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “First Amendment”), dated as of August 22, 2022, is among EXCELERATE ENERGY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and each of the Lenders party hereto.
RECITALS:
WHEREAS, the Borrower, Excelerate Energy, Inc., a Delaware corporation, the Administrative Agent and each of the Lenders and Issuing Banks from time to time party thereto are parties to that certain Senior Secured Revolving Credit Agreement, dated as of April 18, 2022 (as the same may have been amended, restated, amended and restated, supplemented or otherwise modified to date, the “Existing Credit Agreement” and as so amended by this First Amendment, the “Credit Agreement”), pursuant to which the Lenders and Issuing Banks have made certain credit available to the Borrower;
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders constituting the Required Lenders agree to make certain modifications to the Existing Credit Agreement, and the Administrative Agent and the Lenders constituting the Required Lenders have agreed to make such modifications on the terms, and subject to the conditions, set forth in this First Amendment;
NOW, THEREFORE, in consideration of the foregoing and the agreements, promises and covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: Definitions. Capitalized terms used in this First Amendment, to the extent not otherwise defined herein, shall have the same meaning as in the Credit Agreement. The principles of interpretation set forth in the Credit Agreement shall apply to this First Amendment in all respects. Unless otherwise indicated herein, section references in this First Amendment refer to sections in the Existing Credit Agreement.
SECTION 2: Amendments to Existing Credit Agreement.
“Finland Charter” means that certain Time Charter Party and LNG Storage and Regasification Agreement, dated as of May 20, 2022, between Excelerate Energy Finland, LLC and Floating LNG Terminal Finland OY.
“Finland Charter Purchase” means the Disposition of the Exemplarby Exemplar, LLC to Floating LNG Terminal Finland OY pursuant to an exercise of the Purchase Option (as defined in the Finland Charter) by Floating LNG Terminal Finland OY in accordance with the terms of the Finland Charter.
“(e) Upon the occurrence of the Finland Charter Purchase, the Commitments then in effect shall be automatically reduced by an amount equal to $150,000,000 (or, if less, by the total amount of Commitments then in effect). The reduction of the Commitments pursuant to this Section 2.09(e) shall be permanent and such Commitments may not be reinstated. The reduction of the Commitments pursuant to this Section 2.09(e) shall be allocated ratably among the Lenders in proportion to their respective Applicable Percentages.
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The Administrative Agent shall give prompt notice to each Lender of any such reduction of the Commitments. Notwithstanding anything to the contrary in this Agreement, the Borrower shall not be required to apply any of the Net Cash Proceeds that it or any of its Subsidiaries receives from the Finland Charter Purchase to the prepayment of the Loans pursuant to Section 2.12(c) and no separate reduction of Commitments shall occur pursuant to Section 2.09(d)as a result of the Finland Charter Purchase.”
“Together with the delivery of the financial statements required to be delivered pursuant to Section 5.01(a), the Borrower shall deliver to the Administrative Agent a customary report of an insurance consultant (such consultant to be selected by the Borrower and reasonably acceptable to the Administrative Agent) confirming that the insurance policies of the Borrower and its Restricted Subsidiaries satisfy the minimum coverage requirements required by this Section 5.06 and that the terms of such insurance policies are not less than (or less favorable than) the insurances then maintained by prudent owners and operators of similar vessels in similar trades to the Vessels.”
“; provided,further, that notwithstanding anything to the contrary contained in this Section 6.04, the Finland Charter Purchase is permitted under this Section 6.04.
SECTION 3: Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the Issuing Banks that (a) the representations and warranties set forth in each Loan Document are true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date hereof, except to the extent expressly made as of an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date and (b) no Default or Event of Default has occurred and is continuing as of the date hereof.
SECTION 4: Conditions Precedent. This First Amendment shall be effective on the date (such date, “First Amendment Effective Date”) when each of the following conditions precedent is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):
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Each party hereto hereby authorizes and directs the Administrative Agent to declare this First Amendment to be effective (and the First Amendment Effective Date shall occur) when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
SECTION 5: No Waiver. Nothing contained in this First Amendment shall be construed as a waiver by Administrative Agent, any Lender or any Issuing Bank of any covenant or provision of the Credit Agreement, the other Loan Documents, this First Amendment, or of any other contract or instrument between any Loan Party and the Administrative Agent, any Lender or any Issuing Bank, and the failure of the Administrative Agent, the Lenders or the Issuing Banks at any time or times hereafter to require strict performance by any Loan Party of any provision thereof shall not waive, affect or diminish any rights of the Administrative Agent, the Lenders or the Issuing Banks to thereafter demand strict compliance therewith. The Administrative Agent, the Lenders and the Issuing Banks hereby reserve all rights granted under the Credit Agreement, the other Loan Documents, this First Amendment and any other contract or instrument between any Loan Party and the Administrative Agent, any Lender or any Issuing Bank.
SECTION 6: Ratification; Reference to and Effect on Loan Documents.
SECTION 7: Miscellaneous.
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IN WITNESS WHEREOF, this First Amendment has been executed on the date first written above, to be effective upon satisfaction of the conditions set forth herein.
EXCELERATE ENERGY LIMITED PARTNERSHIP, as Borrower | |
By: | /s/ Dana Armstrong |
| Name: Dana Armstrong |
| Title: Chief Financial Officer |
[Signature Page to First Amendment]
JPMORGAN CHASE BANK, N.A., | |
By: | /s/ Arina Mavilian |
| Name: Arina Mavilian |
| Title: Executive Director |
[Signature Page to First Amendment]
BARCLAYS BANK PLC, | |
By: | /s/ Sydney G. Dennis |
| Name: Sydney G. Dennis |
| Title: Director |
[Signature Page to First Amendment]
MORGAN STANLEY BANK, N.A., | |
By: | /s/ Jack Kuhns |
| Name: Jack Kuhns |
| Title: Authorized Signatory |
[Signature Page to First Amendment]
Sumitomo Mitsui Banking Corporation, | |
By: | /s/ Jeffrey Cobb |
| Name: Jeffrey Cobb |
| Title: Director |
[Signature Page to First Amendment]
WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
By: | /s/ Nathan Starr |
| Name: Nathan Starr |
| Title: Director |
[Signature Page to First Amendment]
BOKF, NA DBA BANK OF OKLAHOMA, | |
By: | /s/ Tyler Thalken |
| Name: Tyler Thalken |
| Title: Vice President |
[Signature Page to First Amendment]
FIRST FINANCIAL BANK, | |
By: | /s/ Mike Mendenhall |
| Name: Mike Mendenhall |
| Title: Managing Director |
[Signature Page to First Amendment]