exhibit_10-5.htm


    
      
        

      

    

    Exhibit 10.5

     

     

    
      EXECUTION
VERSION



    FIFTH AMENDMENT TO CREDIT AGREEMENT AND
CONSENT

    


    This
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
is entered into, as of September 17, 2009, by Cheniere Common Units Holding,
LLC, a Delaware limited liability company (the “Borrower”),
the Loan Parties, the Lenders party hereto and The Bank Of New York Mellon, as
administrative agent (in such capacity and together with its successors, the
“Administrative
Agent”) and as collateral agent (in such capacity and together with its
successors, the “Collateral
Agent”).

     

    All
capitalized terms used in this Amendment and not otherwise defined herein have
the meanings ascribed to such terms in the Credit Agreement (as defined
below).

     

    Preliminary
Statements

     

    A.           The
Borrower has entered into that certain Credit Agreement, dated as of August 15,
2008, by and among the Borrower, the Administrative Agent, certain affiliates of
the Borrower signatory thereto and the Lenders from time to time party thereto
(as amended by that certain First Amendment to Credit Agreement, dated as of
September 15, 2008, Second Amendment to Credit Agreement, dated as of December
31, 2008, Third Amendment to Credit Agreement, dated as of April 3, 2009, Fourth
Amendment to Credit Agreement, dated as of April 9, 2009, Amendment No. Four-A
to Credit Agreement, dated as of April 27, 2009, Amendment No. Four-B to Credit
Agreement, dated as of April 28, 2009, Amendment No. Four-C to Credit Agreement,
dated as of June 23, 2009, and Amendment No. Four-D to Credit Agreement, dated
as of June 29, 2009, as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”);

     

    B.           The
Borrower has notified the Administrative Agent, the Collateral Agent and the
Lenders that it desires to amend the Credit Agreement as set forth herein;
and

     

    C.           Subject
to certain conditions as set forth herein, the Administrative Agent, the
Collateral Agent and the Required Lenders are willing to agree to the amendments
to the Credit Agreement as set forth herein.

     

    NOW
THEREFORE, in consideration of the premises and the agreements, other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Loan Parties, the Administrative Agent, the
Collateral Agent and the Required Lenders, hereby agree as follows:

     

    
      	
              1.  

            	
              Amendments to Credit
      Agreement.  On the Fifth Amendment Effective Date, the
      Credit Agreement is amended as
follows:

            


    

     

    
      	
              1.1.  

            	
              Amendments to Section
      1.01 (Definitions).

            


    

     

    
      	
              1.1.1.  

            	
              Section
      1.01 of the Credit Agreement is hereby amended by adding the following new
      definitions in proper alphabetical
sequence:

            


    

    

      
        	
                1.1.2.  

              	
                “Fifth
      Amendment” shall mean that certain Fifth Amendment to Credit
      Agreement, dated as of September 17, 2009, among the Borrower, certain
      affiliates of the Borrower signatory thereto, the Administrative Agent,
      the Collateral Agent and the Required
Lenders.

              


      

       

      
        	
                 
      

              	
                “Fifth Amendment
      Effective Date” shall mean the date of satisfaction of the
      conditions referred to in Section 3 of the Fifth
  Amendment.

              


      

    


    
      
        
          NY\1543172.14

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1.1.3.  

            	
              Section
      1.01 of the Credit Agreement is further amended by deleting the existing
      definition of “CEI Threshold” and replacing it as
  follows:

            


    

     

    
      	
               
      

            	
              “CEI Threshold”
      shall mean the sum of (i) $150,000,000, of which no more than $50,000,000
      may be utilized for the purposes of issuing Guarantees in respect of
      obligations not constituting Indebtedness of the Marketing Entities and
      (ii) the amounts which are used to fund the obligations owing under the
      CMI TUA by CMI.  For the avoidance of doubt, the transactions
      permitted pursuant to Sections 6.01(h), 6.04(d)(X) and 6.10(g)(X) shall
      not in the aggregate exceed the amount set forth in the preceding
      sentence.”

            


    

     

    
      	
              1.1.4.  

            	
              Section
      1.01 of the Credit Agreement is further amended by deleting the existing
      definition of “CMI” and replacing it as
follows:

            


    

     

    
      	
               
      

            	
              “CMI” shall mean
      Cheniere Marketing, LLC, a Delaware limited liability company (formerly
      known as Cheniere Marketing, Inc.).

            


    

     

    
      	
              1.2.  

            	
              Amendment to Section
      6.05 (Mergers, Consolidations, Sales of Assets and Acquisitions; Issuance
      of Equity).  Clause (b) of Section 6.05 of the Credit
      Agreement is hereby amended as
follows:

            


    

     

    
      	
              1.2.1.  

            	
              adding
      “and” immediately following “;” at the end of sub-clause (i)(B) of
      Section  6.05(b); and

            


    

     

    
      	
              1.2.2.  

            	
              replacing
      the sub-clause reference “C” with “ii” in Section 6.05(b) so that Section
      6.05(b)(i)(C) is read as Section
6.05(b)(ii).

            


    

     

    
      	
              1.3.  

            	
              Technical Amendment to
      Section 9.08(b) (Waivers; Amendment).  Clause (iii) in
      the proviso set forth in Section 9.08(b) of the Credit Agreement is hereby
      amended by deleting incorrect section references contained therein to
      Sections 2.12 and 2.10, respectively, and replacing such references
      therein with “Section 2.10” and “Section 2.09”,
    respectively.

            


    

     

    
      	
              2.  

            	
              Representations and
      Warranties.   Each Loan Party hereby represents and
      warrants to the Administrative Agent, the Collateral Agent and the Lenders
      (which representations and warranties shall survive the execution and
      delivery of this Amendment), as
follows:

            


    

     

    
      	
              2.1.  

            	
              Absence of
      Defaults.  No event has occurred and is continuing or
      will result from the consummation of the transactions contemplated by this
      Amendment that would constitute a Default or Event of Default after giving
      effect to this Amendment.

            


    

     


    
      
        
          NY\1543172.14

        

         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2.2.  

            	
              Enforceability.  This
      Amendment has been duly executed and delivered by such Loan Party and
      constitutes a legal, valid and binding obligation of such Loan Party
      enforceable against such Loan Party in accordance with its terms, subject
      to applicable bankruptcy, insolvency, reorganization, moratorium or other
      laws affecting creditors’ rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding in
      equity or at law.

            


    

     

    
      	
              2.3.  

            	
              Authorization, No
      Conflicts.  The execution, delivery and performance of
      this Amendment by each Loan Party (i) has been duly authorized by all
      requisite organizational action of such Person and (ii) will not (A)
      violate (1) any provision of law, statute, rule or regulation, or of the
      certificate or articles of incorporation or other constitutive documents
      or by-laws of such Person, (2) any order of any Governmental Authority or
      arbitrator or (3) any provision of any indenture, agreement or other
      instrument to which such Person is a party or by which it or any of its
      property is or may be bound, (B) be in conflict with, result in a breach
      of or constitute (alone or with notice or lapse of time or both) a default
      under, or give rise to any right to accelerate or to require the
      prepayment, repurchase or redemption of any obligation under any such
      indenture, agreement or other instrument or (C) result in the creation or
      imposition of any Lien upon or with respect to any property or assets now
      owned or hereafter acquired by such Person (other than Liens created under
      the Security Documents).

            


    

     

    
      	
              2.4.  

            	
              Incorporation of
      Representations and Warranties. The representations and warranties
      contained in Article III of the Credit Agreement are and will be true and
      correct in all material respects on and as of the date hereof to the same
      extent as though made on and as of this date, except to the extent such
      representations and warranties specifically relate to an earlier date, in
      which case they were true and correct in all material respects on and as
      of such earlier date.

            


    

     

    
      	
              3.  

            	
              Effectiveness.  The
      effectiveness of this Amendment is subject to the satisfaction of each the
      following conditions precedent:

            


    

     

    
      	
              3.1.  

            	
              Execution.  The
      Administrative Agent shall have received duly executed and delivered
      counterparts of this Amendment that, when taken together, bear the
      signatures of the Loan Parties, the Required Lenders, the Administrative
      Agent and the Collateral Agent.

            


    

     

    
      	
              3.2.  

            	
              Representations and
      Warranties.  The representations and warranties contained
      herein shall be true and correct in all
  respects.

            


    

     

    
      	
              3.3.  

            	
              Necessary
      Consents.  Each Loan Party shall have obtained all
      material consents necessary or advisable in connection with the
      transactions contemplated by this
Amendment.

            


    

     

    
      	
              3.4.  

            	
              Fees.  All
      fees and expense reimbursement payable by the Borrower to the
      Administrative Agent, the Collateral Agent and the Lenders for which
      invoices have been presented shall have been paid in
  full.

            


    

     

    
      	
              3.5.  

            	
              Assumption
      Agreement.  Cheniere Marketing, LLC shall have duly
      executed and delivered an Assumption Agreement in the form of Exhibit A
      attached hereto.

            


    

     


    
      
        
           

          
            NY\1543172.14

          

        

         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              3.6.  

            	
              Notwithstanding
      anything to the contrary in this Amendment, each Lender by delivering its
      signature page to this Amendment shall be deemed to have acknowledged
      receipt of and consented to and approved the Amendment and each other
      document required to be approved by any Agent or any Lender, as
      applicable, on the date such Lender delivers its signature to this
      Amendment and the Administrative Agent shall be entitled to rely on such
      confirmation.

            


    

     

    
      	
              4.  

            	
              Reference to and
      Effect Upon the Loan
Documents.

            


    

     

    
      	
              4.1.  

            	
              Except
      as specifically set forth above, the Credit Agreement and each other Loan
      Document shall remain in full force and effect and is hereby ratified and
      confirmed.  Except to the extent expressly set forth herein, the
      execution, delivery and effectiveness of this Amendment shall not operate
      as a waiver of any right, power or remedy of Agents or any Lender under
      the Loan Documents, or any other document, instrument or agreement
      executed and/or delivered in connection
  therewith.

            


    

     

    
      	
              4.2.  

            	
              Any
      reference in any Loan Document to the Credit Agreement shall be a
      reference to the Credit Agreement as modified by this Amendment, and any
      reference in any Loan Document to any other Loan Document shall be a
      reference to such referenced Loan Document as modified by this
      Amendment.

            


    

     

    
      	
              4.3.  

            	
              This
      Amendment is a Loan Document.  The provisions of Section 9.15 of
      the Credit Agreement shall apply with like effect to this
      Amendment.

            


    

     

    
      	
              5.  

            	
              Further
      Assurances.  Each Loan Party hereby agrees to authorize,
      execute and deliver all additional instruments, certificates, financing
      statements, agreements or documents, and take all such actions as the
      Administrative Agent, the Collateral Agent or the Required Lenders may
      reasonably request for the purposes of implementing or effectuating the
      provisions of this Amendment.

            


    

     

    
      	
              6.  

            	
              Governing Law.
      THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES THEREOF.

            


    

     

    
      	
              7.  

            	
              Headings.  Section
      headings in this Amendment are included herein for convenience of
      reference only and shall not constitute part of this Amendment for any
      other purposes.

            


    

     

    
      	
              8.  

            	
              Counterparts.  This
      Amendment may be executed by all parties hereto in any number of separate
      counterparts each of which may be delivered in original, facsimile or
      other electronic (e.g., “.pdf”) form, and all of such counterparts taken
      together constitute one instrument.

            


    

     

    
      	
              9.  

            	
              Severability.  In
      case any one or more of the provisions contained in this Amendment shall
      for any reason be held to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality, or unenforceability shall not affect
      any other provision hereof, and this Amendment shall be construed as if
      such invalid, illegal, or unenforceable provision had never been contained
      herein.

            


    

     


    
      
        
          NY\1543172.14

        

         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              10.  

            	
              WAIVER OF JURY
      TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
      RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENTS AND FOR ANY
      COUNTERCLAIM THEREIN.

            


    

     

    
      	
              11.  

            	
              Final Agreement of the
      Parties.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE
      OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
      MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

            


    

     

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          NY\1543172.14

        

         


      

      
        5

        
          

        

      

      
         


        
          EXECUTION
VERSION

        

      

    


    


    


    
      	
              CHENIERE COMMON UNITS HOLDING,
      LLC, as Borrower

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE CORPUS CHRISTI
      PIPELINE, L.P., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE CREOLE TRAIL PIPELINE,
      L.P., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE ENERGY OPERATING CO.,
      INC., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE MIDSTREAM HOLDINGS,
      INC., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

     

    
 

    
      
        
          Signature Page to Fifth
Amendment

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              CHENIERE PIPELINE
      COMPANY, as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

     

    


    
      	
              CHENIERE PIPELINE GP INTERESTS,
      LLC, as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE SOUTHERN TRAIL GP,
      INC., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE SOUTHERN TRAIL
      PIPELINE, L.P., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              GRAND CHENIERE PIPELINE,
      LLC, as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

     

     

    
      
        Signature Page to Fifth
Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              CHENIERE ENERGY SHARED
      SERVICES, INC., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE ENERGY, INC.,
      as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE LNG HOLDINGS,
      LLC, as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE LNG O&M SERVICES,
      LLC, , as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

    


    


    
      	
              CHENIERE LNG TERMINALS,
      INC., as a Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

     

     

    
      
        Signature Page to Fifth
Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              CHENIERE LNG, INC., as a
      Loan Party

               

            
	 
      	
              By:

            	
              /S/
      GRAHAM A. MCARTHUR

            
	 
      	 
      	
              Name:
      Graham A. McArthur

            
	 
      	 
      	
              Title:   Treasurer

            


    

     

     

    
      
        Signature Page to Fifth
Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              GSO SPECIAL SITUATIONS FUND
      LP, as a Lender

              By:
      GSO Capital Partners LP, its investment advisor

               

            
	 
      	
              By:

            	
              /S/
      GEORGE FAN

            
	 
      	 
      	
              Name:
      George Fan

            
	 
      	 
      	
              Title:
      Chief Legal Officer

            


    

    


     

    
      	
              GSO COF FACILITY LLC, as
      a Lender

              By:
      GSO Capital Partners LP, as Portfolio Manager

               

            
	 
      	
              By:

            	
              /S/
      GEORGE FAN

            
	 
      	 
      	
              Name:
      George Fan

            
	 
      	 
      	
              Title:
      Chief Legal Officer

            


    

    


    


    


     

    
      	
              GSO SPECIAL SITUATIONS OVERSEAS
      MASTER FUND LTD, as a Lender

              By:
      GSO Capital Partners LP, its investment advisor

               

            
	 
      	
              By:

            	
              /S/
      GEORGE FAN

            
	 
      	 
      	
              Name:
      George Fan

            
	 
      	 
      	
              Title:
      Chief Legal Officer

            


    

    


     

    
      	
              BLACKSTONE
      DISTRESSED SECURITIES FUND L.P.,

              By:
      Blackstone Distressed Securities Associates L.P., its general
      partner

              By:  Blackstone
      DD Associates L.L.C., its general partner

               

            
	 
      	
              By:

            	
              /S/
      GEORGE FAN

            
	 
      	 
      	
              Name:
      George Fan

            
	 
      	 
      	
              Title:
      Authorized Signatory

            


    

     

     

    
      
        Signature Page to Fifth
Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              THE BANK OF NEW YORK
      MELLON, as Administrative Agent and Collateral Agent

               

            
	 
      	
              By:

            	
              /S/
      MELINDA VALENTINE

            
	 
      	 
      	
              Name:
      Melinda Valentine

            
	 
      	 
      	
              Title:
      Vice President

            


    

    



    
      
        
          Signature
Page to Fifth Amendment

        

         


      

      
         


        
          

        

      

      
         


        
          EXECUTION
VERSION

        

      

    


    


    EXHIBIT
A TO THE

    FIFTH
AMENDMENT

    TO
THE CREDIT AGREEMENT

    


    ASSUMPTION AGREEMENT, dated as of
September ___,  2009, made by Cheniere Marketing, LLC (formerly
Cheniere Marketing, Inc.), a Delaware limited liability company, in favor of The
Bank of New York Mellon, (“BNY”) as
collateral agent (in such capacity, the “Collateral
Agent”) for (i) the banks and other financial institutions and entities
(the “Lenders”)
parties to the Credit Agreement referred to below, and (ii) the other Secured
Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter
defined)).  All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement.

    


    W I T N E
S S E T H:

    


    WHEREAS, Cheniere Common Units Holding,
LLC (the “Borrower”),
the affiliates of Borrower signatory thereto, the Lenders and BNY, as
administrative agent have entered into a Credit Agreement, dated as of August
15, 2008 (as amended, supplemented, replaced or otherwise modified from time to
time, the “Credit
Agreement”);

    


    WHEREAS, in connection with the Credit
Agreement, the Borrower and certain of its affiliates, including Cheniere
Marketing, Inc., have entered into the Guarantee and Collateral Agreement, dated
as of August 15, 2008 (as amended, supplemented or otherwise modified from time
to time, the “Guarantee and
Collateral Agreement”) in favor of the Collateral Agent for the benefit
of the Secured Parties;

    


    WHEREAS, after becoming a party to the
Guarantee and Collateral Agreement, Cheniere Marketing, Inc. changed its name to
Cheniere Marketing, LLC; and

    


    WHEREAS, Cheniere Marketing, LLC has
agreed to execute and deliver this Assumption Agreement in order to become a
party to the Guarantee and Collateral Agreement;

    


    NOW, THEREFORE, IT IS
AGREED:

    


    1.           Guarantee and Collateral
Agreement.  By executing and delivering this Assumption
Agreement, Cheniere Marketing, LLC hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder.  Cheniere Marketing, LLC hereby represents and
warrants that each of the representations and warranties contained in Section 4
of the Guarantee and Collateral Agreement is true and correct on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as
of such date.


    
      
        
          
            NY\1543172.14

          

        

         


      

      
         


        
          

        

      

      
         


      

    


    2.           GOVERNING
LAW.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

     
 

    IN WITNESS WHEREOF, the undersigned has
caused this Assumption Agreement to be duly executed and delivered as of the
date first above written.

    


    


     

    
      	
              CHENIERE
      MARKETING, LLC

               

            
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    

    


    


    



    
      
        
          Signature
Page to Assumption Agreement

          
            NY\1543172.14