First Supplemental Indenture, dated December 17, 2020, by and among New Fortress Energy Inc., the subsidiary guarantors from time to time party thereto and U.S. Bank National Association, as trustee and as notes collateral agent
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EX-4.1 3 nt10017907x7_ex4-1.htm EXHIBIT 4.1
Exhibit 4.1
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 17, 2020, among New Fortress Energy Inc., a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. Bank, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Notes Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors party thereto, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture (the “Indenture”), dated as of September 2, 2020 (the “Issue Date”), providing for the issuance on such date by the Issuer of $1,000,000,000 aggregate principal amount of 6.750% Senior Secured Notes due 2025 (the “Initial Notes”);
WHEREAS, Section 2.01 of the Indenture provides, among other things, that the Issuer may issue Additional Notes from time to time after the Issue Date under the Indenture;
WHEREAS, the Issuer wishes to issue $250,000,000 in aggregate principal amount of 6.750% Senior Secured Notes due 2025 as Additional Notes under the Indenture (the “December 2020 Additional Notes”);
WHEREAS, in accordance with Section 9.01(7) of the Indenture, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent may execute and deliver this First Supplemental Indenture to provide for the issuance of the December 2020 Additional Notes without notice to or consent of any Holders; and
WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery of this First Supplemental Indenture.
NOW, THEREFORE, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders:
1. Capitalized Terms. Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings assigned to them in the Indenture.
2. Additional Notes. In accordance with Section 2.01 of the Indenture, the Issuer hereby provides for the issuance of the December 2020 Additional Notes as Additional Notes under the Indenture. The December 2020 Additional Notes shall be substantially in the form of Exhibit A to the Indenture and shall have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price thereof. Interest on the December 2020 Additional Notes will accrue from September 2, 2020. The December 2020 Additional Notes shall be issued as Restricted Global Notes. The Initial Notes and the Additional Notes will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase, and will be fungible for U.S. federal income tax purposes.
3. Collateral. Subject to the limitations set forth in the Indenture (including Section 12.07 thereof) and the Security Documents, to the extent that the Lien on any Collateral is not created and/or perfected for the December 2020 Additional Notes on the date hereof after the Issuer’s use of commercially reasonable efforts to do so or without undue burden or expense, the Issuer shall take all necessary actions to create and/or perfect such Lien pursuant to arrangements to be mutually agreed between the Issuer and the Notes Collateral Agent acting reasonably.
4. Ratification of Indenture; First Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, manager, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or entities, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees, the Security Documents, any Intercreditor Agreements, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
6. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
7. Severability. In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
8. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for all purposes.
9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, sufficiency or adequacy of this First Supplemental Indenture or for or in respect of the statements or recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.
[Signature Pages Follow]
NEW FORTRESS ENERGY INC., as Issuer | |||
By: | /s/ Christopher Stephen Guinta | ||
Name: | Christopher Stephen Guinta | ||
Title: | Chief Financial Officer |
[Signature Page to First Supplement Indenture]
GUARANTORS: American Energy Logistics Solutions LLC American LNG Marketing LLC Atlantic Energy Holdings LLC Bradford County Development Holdings LLC Bradford County GPF Holdings LLC Bradford County GPF Partners LLC Bradford County Power Holdings LLC Bradford County Power Partners LLC Bradford County Transport Holdings LLC Bradford County Transport Partners LLC Island LNG LLC LA Development Holdings LLC LA Real Estate Holdings LLC LA Real Estate Partners LLC LNG Holdings (Florida) LLC LNG Holdings LLC New Fortress Energy Marketing LLC New Fortress Intermediate LLC NFE Atlantic Holdings LLC NFE BCS Holdings (A) LLC NFE BCS Holdings (B) LLC NFE Equipment Holdings LLC NFE Equipment Partners LLC NFE Ghana Partners LLC NFE Ghana Holdings LLC NFE Honduras Holdings LLC NFE International LLC NFE ISO Holdings LLC NFE ISO Partners LLC NFE Jamaica GP LLC NFE Logistics Holdings LLC NFE Management LLC NFE Mexico Holdings LLC |
[Signature Page to First Supplement Indenture]
NFE Nicaragua Development Partners LLC NFE Nicaragua Development Partners LLC, Sucursal Nicaragua NFE Nicaragua Holdings LLC NFE Plant Development Holdings LLC NFE South Power Holdings LLC NFE Sub LLC NFE Transport Holdings LLC NFE Transport Partners LLC PA Development Holdings LLC PA Real Estate Holdings LLC PA Real Estate Partners LLC TICO Development Partners Holdings LLC TICO Development Partners LLC |
By: | /s/ Christopher S. Guinta | ||
Name: | Christopher S. Guinta | ||
Title: | Chief Financial Officer |
[Signature Page to First Supplement Indenture]
Atlantic Energy Holdings Limited Atlantic Terminal Holdings Limited Atlantic Power Holdings Limited NFE International Holdings Limited NFE North Distribution Limited NFE North Holdings Limited [Bermuda] NFE North Holdings Limited [Jamaica] NFE North Infrastructure Limited NFE North Trading Limited NFE North Transport Limited NFE Shannon Holdings Limited NFE South Holdings Limited [Bermuda] NFE South Holdings Limited [Jamaica] NFE South Power Trading Limited [Bermuda] NFE South Power Trading Limited [Jamaica] NFE South Trading Limited |
By: | /s/ Christopher S. Guinta | ||
Name: | Christopher S. Guinta | ||
Title: | Director |
[Signature Page to First Supplement Indenture]
Atlantic Energy Infrastructure Holdings SRL Atlantic Pipeline Holdings SRL Atlantic Terminal Infrastructure Holdings SRL Encanto East LLC Encanto Power LLC Encanto Power West LLC Encanto West LLC New Fortress Energy Holdings LLC NFE Angola Holdings LLC NFE Mexico Holdings B.V. NFE Mexico Holdings Parent B.V. NFE Power PR LLC NFEnergia LLC Soluciones de Energia Limpia PR LLC |
By: | /s/ Christopher S. Guinta | ||
Name: | Christopher S. Guinta | ||
Title: | Authorized Signatory |
Atlantic Distribution Holdings SRL Atlantic Power Holdings SRL |
By: | /s/ Christopher S. Guinta | ||
Name: | Christopher S. Guinta | ||
Title: | Manager |
[Signature Page to First Supplement Indenture]
Amaunet, S. de R.L. de C.V. NFE Pacifico LAP, S. de R.L. de C.V. NFEnergia GN de BCS, S. de R.L. de C.V. NFEnergia Mexico, S. de R.L. de C.V. |
By: | /s/ Christopher S. Guinta | ||
Name: | Christopher S. Guinta | ||
Title: | Legal Representative |
[Signature Page to First Supplement Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent |
By: | /s/ Joshua A. Hahn | ||
Name: | Joshua A. Hahn | ||
Title: | Vice President |
[Signature Page to First Supplement Indenture]