Exhibit 10.1


 


Execution
Version


 


FOURTH AMENDMENT TO CREDIT AND GUARANTY
AGREEMENT


 


THIS FOURTH AMENDMENT
TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of September 21, 2020, by and among
Driftwood Holdings LP (f/k/a Driftwood Holdings LLC), a Delaware limited partnership, as borrower (the “Borrower”),
each of the Guarantors party hereto, each of the Lenders that is a signatory hereto, and Wilmington Trust, National Association,
as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative
Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Credit
Agreement (as defined below).


 


RECITALS


 


A.            The
Borrower, the Administrative Agent, the Guarantors from time to time party thereto, the lenders from time to time party thereto
as lenders (the “Lenders”), and Wilmington Trust, National Association, as Collateral Agent, have entered into
that certain Credit and Guaranty Agreement, dated as of May 23, 2019, as amended by that certain First Amendment to Credit
and Guaranty Agreement, dated as of February 28, 2020, by that certain Second Amendment to Credit and Guaranty Agreement,
dated as of March 23, 2020 and by that certain Third Amendment to Credit and Guaranty Agreement dated as of April 28,
2020 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with
its provisions prior to the date hereof, the “Credit Agreement”).


 


B.             The
Borrower wishes to amend, and the Lenders party hereto, constituting all of the Lenders, are willing to amend, the Credit Agreement
and the other Financing Documents on the terms and subject to the conditions set forth herein.


 


C.             Pursuant
to Section 10.02(b) of the Credit Agreement, each amendment to the Credit Agreement set forth herein shall not be effective
unless set forth in a writing signed by the Borrower and each Lender affected by such amendment and acknowledged by the Administrative
Agent.


 


NOW THEREFORE, in consideration
of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


1.             Amendments
to Credit Agreement. The Borrower and the Lenders party hereto (constituting collectively all of the Lenders) hereby agree
to amend the Credit Agreement on the Fourth Amendment Effective Date (as defined below) as follows:


 


		(a)	Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions
in the appropriate alphabetical order:



 


“Cap” has the
meaning set forth in Section 6.04(f).


 


“Cap Excess Provision”
has the meaning set forth in Section 6.04(f).


 


“Growth Investment”
has the meaning set forth in Section 6.04(f).


 






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		(b)	Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition
of “Outside Date” in its entirety as follows:



 


“ “Outside Date”
means March 23, 2022.”


 


		(c)	Section 6.04(f) of the Credit Agreement is deleted and replaced in its entirety with
the following:



 


“(f)        other
Investments in any Subsidiary of Tellurian (other than ProductionCo or any of its Subsidiaries), but only to the extent made with
proceeds from the issuance of the Capital Stock of Tellurian; provided that Investments in ProductionCo or any of its Subsidiaries
may be made with such proceeds, or with the proceeds of any asset sales described in clauses (i) or (ii) of
Section 6.04(g), if the cumulative amount of such Investments, and any Investments in ProductionCo or any of its Subsidiaries
made pursuant to Section 6.04(g), do not exceed $15,000,000 in the aggregate (the “Cap”), and: (i) such
proceeds are used exclusively for capital expenditures (or other reasonable growth initiatives) of ProductionCo or its Subsidiaries;
and (ii) none of such proceeds are used to prepay or repay the principal amount of any Indebtedness under, or to pay any fees
under, the ProductionCo Credit Agreement (any such permitted Investment, a “Growth Investment”); provided
further that notwithstanding the foregoing, additional Growth Investments in ProductionCo or any of its Subsidiaries in excess
of the Cap may be made with such proceeds, or with the proceeds of any asset sales described in clauses (i) and (ii) of
Section 6.04(g), but only to the extent that the Borrower prepays, prior to or substantially concurrently with the
making of such additional Investments, the principal amount of the Loans in accordance with Section 2.05(a) on
at least an equivalent dollar-for-dollar basis as the amount of such additional Investments (the “Cap Excess Provision”);
or”


 


		(d)	Section 6.04(g) of the Credit Agreement is deleted and replaced in its entirety with
the following:



 


“(g)       other
Investments in any Subsidiary of Tellurian, but only to the extent made with proceeds from: (i) the sale of the Horsehill
well owned by Magellan Petroleum (UK) Limited; or (ii) the sale of the Capital Stock of a Foreign Subsidiary that owns, directly
or indirectly, the Horsehill well; provided that any Investments in ProductionCo or any of its Subsidiaries that are made
with the proceeds of any such sale: (x) must be a Growth Investment and shall count towards, and shall be limited by, the
Cap; and (y) shall be subject to the Cap Excess Provision.”


 






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		(e)	Clause (iv) of Section 6.07(e) of the Credit Agreement is hereby deleted and replaced
in its entirety with the following:



 


“(iv)      Restricted
Payments permitted under Section 6.06 and Investments permitted under Section 6.04.”


 


2.              Conditions.
The amendments to the Credit Agreement set forth in Section 1 above shall not become effective until the date (the
 “Fourth Amendment Effective Date”) on which all of the following conditions have been satisfied:


 


		(a)	The Borrower, each Lender party hereto (constituting all of the Lenders), each Guarantor, and the
Administrative Agent have delivered their fully executed signature pages hereto.



 


		(b)	Without taking into account any amendment to, or amendment and restatement of, the NCS Warrant
Agreement or Second NCS Warrant Agreement entered into prior to the date hereof, Tellurian and Nineteen77 Capital Solutions A LP
shall have entered into an amendment to, or an amendment and restatement of, the NCS Warrant Agreement on mutually agreed terms,
and have entered into an amendment to, or an amendment and restatement of the Second NCS Warrant Agreement on mutually agreed terms.



 


		(c)	The Borrower shall have prepaid the Loans on a pro rata basis pursuant to Section 2.05(a) of
the Credit Agreement in an aggregate principal amount of $12,000,000 (without taking into account any prepayments of the Loans
made prior to the date hereof), plus any and all accrued but unpaid interest, fees and expenses relating to the Loans as of the
Fourth Amendment Effective Date. The Administrative Agent (acting at the direction of the Lenders) hereby agrees that: (i) the
Borrower shall give notice of such prepayment to the Administrative Agent by email (which notice must indicate the day on which
such prepayment is to be made); and (ii) subject to Section 2.10(a) of the Credit Agreement, such notice shall be
given on the day on which such prepayment is to be made.



 


		(d)	Each of the representations and warranties contained in Section 4 of this Amendment
shall be true and correct on the Fourth Amendment Effective Date as set forth in Section 4 of this Amendment.



 


		(e)	The Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses, including
the reasonable and documented fees of Latham and Watkins LLP, counsel to the Lenders, required to be reimbursed or paid by the
Borrower under the Credit Agreement in connection with this Amendment.



 






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3.              Covenants.


 


(a)            On
the Fourth Amendment Effective Date, Tellurian shall file a Current Report on Form 8-K with the Securities and Exchange Commission
describing the material terms of this Amendment, and upon such filing, Tellurian and the Borrower shall be deemed to have satisfied
any obligations under Section 5.20 of the Credit Agreement relating to the execution of this Amendment.


 


(b)            If,
at any time after the Fourth Amendment Effective Date and prior to the date on which the aggregate principal amount of the Loan
is repaid in full, Nineteen77 Capital Solutions A LP exercises its purchase rights under the NCS Warrant Agreement with respect
to any of the 3,000,000 warrant shares (at a strike price of $1.00 per share) that vested under Section (2)(a)(i) thereof,
then Tellurian shall, within one (1) Business Day of the date of such exercise(s), use 100% of the cash proceeds of such exercise(s) to
make a mandatory prepayment of up to $3,000,000 of the outstanding principal amount of the Loans; provided that any such
application of proceeds cannot exceed the then outstanding principal amount of the Loans on the date(s) of such exercise(s).
The failure to make any prepayment as and when required under the terms of this Section 3(b) shall be an Event
of Default under Section 7.01(d)(i) of the Credit Agreement.


 


4.              Representations
and Warranties. The Borrower represents and warrants to the Administrative Agent and each Lender that, as of the Fourth Amendment
Effective Date, both immediately before and immediately after giving effect to this Amendment: (i) each representation and
warranty of each of the Loan Parties and Tellurian set forth in the Financing Documents is true and correct in all material respects
(unless such representation or warranty is already qualified by materiality or Material Adverse Effect, in which case such representation
or warranty shall be true and correct in all respects); provided that if any such representation or warranty relates solely
to an earlier date, then such representation or warranty shall be true and correct in all material respects as of such earlier
date; and (ii) no Default or Event of Default has occurred and is continuing.


 


5.              Scope
of Amendment; Reaffirmation. From and after the Fourth Amendment Effective Date, all references to the Credit Agreement shall
refer to the Credit Agreement as amended by this Amendment. Except as expressly provided by this Amendment, all of the terms and
provisions of the Financing Documents are unchanged and shall remain in full force and effect. This Amendment is a Financing Document.
However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Amendment) and any other
Financing Document, the terms of the Credit Agreement shall control and such other document shall be deemed to be amended to conform
to the terms of the Credit Agreement. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but
each of the undersigned nevertheless does hereby agree and consent to this Amendment, and the documents and agreements referred
to herein. Each of the Guarantors agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such
Guarantor’s guaranty (as applicable) and grant of Liens and security interests (as applicable) under the Financing Documents
to which it is a party shall remain in full force and effect and shall apply to the Obligations as amended hereby and (ii) nothing
herein shall in any way limit any of the terms or provisions of such Guarantor’s guaranty (as applicable) or grant of Liens
and security interests (as applicable) to the Collateral Agent or any other Financing Document executed by such Guarantor, all
of which are hereby ratified, confirmed and affirmed in all respects after giving effect to this Amendment. Each of the Guarantors
hereby agrees and acknowledges that no other agreement, instrument, consent, or document shall be required to give effect to this
Section 5. Each of the Guarantors hereby further acknowledges that the Borrower, the Administrative Agent and any Lender
may, in accordance with the terms of the Credit Agreement, from time to time enter into any further amendments, modifications,
terminations and/or waivers of any provisions of the Financing Documents without notice to or consent from such Guarantors and
without affecting the validity or enforceability of such Guarantor’s guaranty or grant of Liens and security interests under
the Financing Documents or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s
guaranty or grant of Liens and security interests under the Financing Documents.


 






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6.              Miscellaneous.


 


(a)            No
Waiver of Defaults. Except as expressly set forth herein, this Amendment does not constitute: (i) a waiver of, or a consent
to: (A) any provision of the Credit Agreement or any other Financing Document; or (B) any present or future violation
of, or default under, any provision of the Financing Documents; or (ii) a waiver of the Administrative Agent’s or any
Lender’s right to insist upon future compliance with each term, covenant, condition and provision of the Financing Documents.


 


(b)            Applicable
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


 


(c)            Waiver
of Jury Trial. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR EACH PARTY TO ENTER INTO THIS AMENDMENT.


 


(d)            Counterparts.           This
Amendment may be executed on any number of separate counterparts, by facsimile or electronic mail, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. A facsimile
or portable document format (“pdf”) signature page shall constitute an original for purposes hereof.


 


(e)            Headings.
The Section headings used herein have been inserted in this Amendment as a matter of convenience for reference only, and it
is agreed that such Section headings are not a part of this Amendment and shall not be used in the interpretation of any provision
of this Amendment.


 


(f)            Severability.
In case any one or more of the provisions contained in this Amendment should be invalid, illegal, or unenforceable in any respect,
the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and
the parties hereto shall enter into good faith negotiations to replace the invalid, illegal, or unenforceable provision.


 






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(g)            Administrative
Agent Instructions and Indemnification. By signing below, each of the Lenders hereby directs the Administrative Agent to execute
this Amendment. The provisions of Sections 8.01 and 10.03 of the Credit Agreement shall apply in respect of the actions of the
Administrative Agent taken pursuant to this Amendment.


 


(h)            Recitals.
The Recitals to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.


 


(i)            Entirety.
The Credit Agreement (as amended hereby) and the other Financing Documents constitute the entire contract between the parties hereto
relative to the subject matter hereof.


 


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This Amendment is executed as of the date
set out in the preamble to this Amendment.


 


	 	DRIFTWOOD HOLDINGS LP,
	 	a Delaware limited partnership,
	 	as the Borrower
	 
	 	By: Driftwood GP Holdings LLC, its general partner
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	Treasurer
	 
	 	DRIFTWOOD HOLDCO LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	Treasurer
	 
	 	TELLURIAN PIPELINE LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	 Treasurer
	 
	 	DRIFTWOOD PIPELINE LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	Treasurer




 


[Signature
Page to Fourth Amendment to Credit Agreement]


 






    	 		 



     


    

 


	 	HAYNESVILLE GLOBAL ACCESS PIPELINE LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	 Graham McArthur
	 	Title:	 Treasurer
	 
	 	PERMIAN GLOBAL ACCESS PIPELINE LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	 Treasurer
	 
	 	TELLURIAN LNG LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	 Graham McArthur
	 	Title:	Treasurer
	 
	 	DRIFTWOOD LNG TUG SERVICES LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	 Graham McArthur
	 	Title:	 Treasurer
	 
	 	DRIFTWOOD LNG LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	 Treasurer




 


[Signature
Page to Fourth Amendment to Credit Agreement]


 






    	 		 



     


    

 


	 	DRIFTWOOD GP HOLDINGS LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	 Treasurer
	 
	 	DRIFTWOOD LP HOLDINGS LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	 Graham McArthur
	 	Title:	 Treasurer
	 
	 	TELLURIAN INC.,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	Senior Vice President, Treasurer
	 
	 	TELLURIAN INVESTMENTS LLC,
	 	as a Guarantor
	 
	 
	 	By:	/s/ Graham McArthur
	 	Name:	Graham McArthur
	 	Title:	Treasurer




 


[Signature
Page to Fourth Amendment to Credit Agreement]


 






    	 		 



     


    

 


	 	NINETEEN77 CAPITAL SOLUTIONS A LP,
	 	as a Lender
	 
	 	By:	UBS O’Connor LLC, its investment manager
	 
	 	 	By:	/s/ Rodrigo Trelles
	 	 	Name:	Rodrigo Trelles
	 	 	Title:	Managing Director
	 
	 	 	By:	/s/ Baxter Wasson
	 	 	Name:	Baxter Wasson
	 	 	Title:	Managing Director




 





[Signature
Page to Fourth Amendment to Credit Agreement]


 






    	 		 



     


    

 


	Acknowledged and agreed by:
	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Administrative Agent
	 
	By:	/s/ Amanda Berg	 
	Name:	Amanda Berg	 
	Title:	Banking Officer	 




 


[Signature
Page to Fourth Amendment to Credit Agreement]