EXHIBIT 99.2
CHENIERE ENERGY, INC.
TWO ▇▇▇▇▇ CENTER
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
May 22, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Gentlemen:
Reference is made to that certain Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of May 22, 1998, between Cheniere Energy, Inc.
(the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇"). As a further
inducement to the parties to enter into the Stock Purchase Agreement, the
Company hereby agrees with you as follows:
1. DEFINITIONS. For purposes hereof, terms used but not defined
herein have the respective meanings assigned to such terms in the Stock Purchase
Agreement.
2. DISPOSITION OF THE SHARES BY ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. The parties
acknowledge that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ intends to dispose of the Shares as soon as
practicable upon the Closing of the Stock Purchase Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
agrees that it will not dispose of more than 5,000 of the Shares (including any
True-up Shares) during any calendar day.
3. CONTINGENT Actions BY THE COMPANY. The Company agrees that if the
amount of proceeds received by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ after payment of all costs and
expenses (including brokers' commissions, discounts and similar items) (the "Net
Proceeds") from the sale of the Shares is less than $214,699.94, then the
Company will either (A) issue such number of additional shares of common stock
of the Company (the "True-up Shares") until ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ receives aggregate
Net Proceeds from the sale of the Shares and the True-up Shares of $214,699.94
or (B) pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ an amount equal to the difference between
$214,699.94 and the Net Proceeds received by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from the sale of
the Shares.
4. ISSUANCE OF TRUE-UP SHARES OR PAYMENT BY THE COMPANY. Any True-
up Shares to be issued by the Company to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or any payment to be
made by the Company to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ pursuant to this letter shall be made
within 10 days after receipt by the Company from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of evidence of
the amount of Net Proceeds from the sale of the Shares. Any such issuance of
True-up Shares shall be subject to the same terms and conditions as set forth in
the Stock Purchase Agreement. Any such payment shall be made by wire transfer
of immediately available funds to the following account:
The Chase Manhattan Bank, N.A.
ABA# ▇▇▇▇▇▇▇▇▇
For account of: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Attorney Business
Account
Acct. #: ▇▇▇-▇-▇▇▇▇▇▇
Reference: 55239
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
5. EVIDENCE OF SATISFACTION OF INDEBTEDNESS. Upon receipt by ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ of an amount equal to $214,699.94 from the sale of the Shares and
the True-up Shares and/or payment by the Company to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ pursuant to
Section 4 hereof, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall furnish the Company with a certificate
to the effect that the Indebtedness has been satisfied.
6. NOTICES. Any notice or communication provided for by this letter
shall be given in the manner set forth in Section 5.3 of the Stock Purchase
Agreement.
7. SUCCESSORS AND ASSIGNS. All agreements contained in this letter
or made by or on behalf of either of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
8. GOVERNING LAW. This letter and, unless otherwise provided, all
amendments, modifications, supplements, waivers and consents relating hereto
shall be construed and enforced in accordance with the law of the State of New
York (without giving effect to its conflict of laws principles).
9. AMENDMENT AND WAIVER. Any provision of this letter may be amended
or waived, but only if such amendment is in writing and is signed by the Company
and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
10. COUNTERPARTS. This letter may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
11. HEADINGS. The descriptive headings of the Sections of this
letter are inserted for convenience only.
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If the foregoing accurately reflects our agreement, kindly sign, date
and return to the Company the enclosed duplicate copy of this letter.
Very truly yours,
CHENIERE ENERGY, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED
This 22nd day of May, 1998
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, Administrative Partner
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