SECOND AMENDMENT AGREEMENT dated as of March 13, 2019 (this Second Amendment), to the Credit Agreement dated as of August 15, 2018 and as amended and restated as of December 31, 2018 and as amended as of February 11, 2019 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among NEW FORTRESS INTERMEDIATE LLC, a Delaware limited liability company (Holdings), NFE ATLANTIC HOLDINGS LLC, a Delaware limited liability company (the Borrower), the SUBSIDIARY GUARANTORS (as defined in Section 1.1 of the Credit Agreement) from time to time party thereto, the LENDERS (as defined in the preamble to the Credit Agreement) from time to time party thereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the Administrative Agent).
WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. The provisions of Section 1.2 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
SECTION 2. Second Amendment to the Credit Agreement. Subject to Section 4 hereof, effective as of the Second Amendment Effective Date, the definition of Commitment Termination Date in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows:
Commitment Termination Date: March 30, 2019.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Second Amendment, each of Holdings, the Borrower and each other Loan Party hereby represents and warrants to each of the Lenders and the Administrative Agent that, as of the Second Amendment Effective Date: (i) this Second Amendment (A) has been duly authorized by all necessary corporate or other organizational and, if required, member or shareholder action of such Person, (B) has been duly executed and delivered by such Person and (C) constitutes a legal, valid and binding obligation of such Person enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by equitable principles (whether enforcement is sought by proceedings in equity or at law), (ii)(A) the representations and warranties set forth in Section 3 of the Credit Agreement or in any other Loan Document are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (B) after giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Second Amendment shall become effective as of the first date (such date being referred to as the Second Amendment Effective Date) that the Administrative Agent (or its counsel) shall have received this Second Amendment, executed and delivered by a duly authorized officer or signatory of Holdings, the Borrower and the Required Lenders.
The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Counterparts. This Second Amendment may be executed by one or more of the parties to this Second Amendment on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Second Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Second Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.