EXHIBIT 6
CHENIERE ENERGY, INC.
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As of December 18, 1997
BSR Investments, Ltd.
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Re: First Amendment to Term Note with Warrants
Ladies and Gentlemen:
Reference is made to the Term Note with Warrants dated as of December 15,
1997 (the "AGREEMENT"), between Cheniere Energy, Inc., a Delaware corporation
("BORROWER"), and BSR Investments, Ltd. ("LENDER"). Unless otherwise indicated,
all capitalized terms herein are used as defined in the Agreement.
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Borrower and Lender agree as follows:
1. Amendment of Terms of Payment. SECTION 2 of the Agreement is hereby
amended by adding to the end of such Section a new paragraph (d) which reads as
follows in its entirety:
(d) All payments on the Notes shall be applied pro rata to the
then due and outstanding principal amounts or interest obligations, as the
case my be, under each of the Notes."
2. Representations and Warranties. Borrower represents and warrants that
it possesses all requisite power and authority to execute, deliver and comply
with the terms of this instrument, which has been duly authorized and approved
by all necessary corporate action and for which no consent of any person is
required.
3. Fees and Expenses. Borrower agrees to pay the reasonable fees and
expenses of counsel to Lender for services rendered in connection with the
negotiation and execution of this instrument.
4. Loan Paper; Effect. This instrument is a Loan Paper and, therefore,
is subject to the applicable provisions of SECTION 13 of the Agreement, all of
which are incorporated herein by reference the same as if set forth herein
verbatim. Except as amended in this instrument, the Loan Papers are and shall
be unchanged and shall remain in full force and effect. In the event of any
inconsistency between the terms of the Agreement as hereby modified (the
"AMENDED AGREEMENT") and any other Loan Papers, the terms of the Amended
Agreement shall control and such other document shall be deemed to be amended
hereby to conform to the terms of the Amended Agreement.
5. No Waiver of Defaults. This instrument does not constitute a waiver
of, or a consent to any present or future violation of or default under, any
provision of the Loan Papers, or a waiver of Lender's right to insist upon
future compliance with each term, covenant, condition and provision of the Loan
Papers, and the Loan Papers shall continue to be binding upon, and inure to the
benefit of, Borrower, Lender and their respective successors and assigns.
6. Final Agreement. THE LOAN PAPERS, AS AMENDED HEREBY, REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO ORAL AGREEMENTS BETWEEN THE PARTIES.
If the foregoing terms and conditions are acceptable to Lender, Lender
should indicate its acceptance by signing in the space provided below, whereupon
this letter shall become an agreement binding upon and inuring to the benefit of
Borrower and Lender and their respective successors and assigns.
Very truly yours,
CHENIERE ENERGY, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Chief Financial Officer
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Accepted and agreed to as of the day and year first set forth in the
foregoing letter.
BSR INVESTMENTS, LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Director
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