Exhibit 10.4


  







THIRD AMENDMENT TO CREDIT AND GUARANTY
AGREEMENT


 


THIS THIRD AMENDMENT
TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of April 28, 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 and by that Second Amendment to Credit and Guaranty Agreement, dated as of March
23, 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 Third 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:



 


“Equivalent Exchange Offer” has the meaning set forth in Section 6.16.


 


“High Trail
Notes” means one or more senior unsecured notes originally issued in favor of High Trail Capital LP (or an
Affiliate thereof) in the original aggregate principal amount of $56,000,000, together with any exchanged notes in favor of
High Trail Capital LP (or an Affiliate thereof); provided that (a) the terms of each such note (whether an original or
an exchanged note) are identical (other than with respect to the beneficiary of such note and the principal amount of such
note); and (b) the aggregate principal amount of all such outstanding notes (whether an original note or an exchanged note)
does not at any time exceed $56,000,000.


 






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“HT Excluded Account”
means, collectively, a single unencumbered deposit account and a single unencumbered securities account, each of which is held
solely in the name of Tellurian and used solely to comply with the minimum cash balance requirement contained in the High Trail
Notes.


 


“Minimum Price” means, as of any relevant time in Section 6.16, as that term is defined in Nasdaq Rule 5635(d)(1)(A)
or any successor rule.


 


“Notes Exchange” has the meaning set forth in Section 6.16.


 


“Second NCS Warrant Agreement”
means that certain Warrant to Purchase Common Stock, dated as of the Third Amendment Effective Date, issued by Tellurian to Nineteen77
Capital Solutions A LP, as amended, restated or otherwise modified from time to time.


 


“Third Amendment”
means that certain Third Amendment to Credit and Guaranty Agreement, dated as of April 28, 2020, among the Borrower, the Administrative
Agent, and the Lenders party thereto, which amends this Agreement.”


 


“Third Amendment Effective
Date” shall have the meaning set forth in the Third Amendment.


 


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



 


“Excluded
Accounts” means any deposit account or securities account that: (a) is used solely as a zero-balance payroll
account, or solely as an account dedicated to the payment of accrued employee benefits, or medical, dental and employee
benefits claims, to employees of Tellurian or any Subsidiary thereof; (b) is used solely as a tax withholding account; (c) is
used solely as an escrow account, a fiduciary or trust account, or other account that is contractually obligated to be
segregated from the other assets of Tellurian or a Subsidiary thereof for the benefit of unaffiliated third parties in
connection with an acquisition, disposition, or post-closing indemnity required under a purchase and sale agreement (other
than for the issuance of Capital Stock of Tellurian or any Borrower Group Member); (d) is a segregated account, the balance
of which consists exclusively of funds due and owing to unaffiliated third parties in connection with royalty payment
obligations owed to such third parties, or working interest payments received from unaffiliated third parties, solely to the
extent such amounts constitute property of such third party held in trust; (e) is a fiduciary or trust account for the
benefit of a Governmental Authority securing plugging, abandonment, and similar obligations incurred in the ordinary course
of business; (f) subject to Section 5.18(f), is used by Tellurian to raise capital through the sale of its Capital
Stock under its “at the market” or market equity program; (g) is an escrow account used solely to hold down
payments related to the proposed sale of the Capital Stock of the Borrower; (h) is an escrow account required by the
Driftwood EPC Contract (Phase 1), Driftwood EPC Contract (Phase 2), Driftwood EPC Contract (Phase 3) or Driftwood EPC
Contract (Phase 4); (i) is a BofA LC Cash Collateral Account or a BofA CC Cash Collateral Account; (j) is a zero-balance
account held by Tellurian Services LLC (for accounts payable) or Tellurian Supply & Trade LLC (for the receipt of
proceeds from third-party gas sales); (k) is owned or held by ProductionCo or any of its Subsidiaries, but only for so long
as ProductionCo or such Subsidiary, as applicable, is not required to be a Guarantor hereunder; (l) is owned or held by any
Foreign Subsidiary; (m) is a securities account holding Capital Stock in UK Oil & Gas PLC received as consideration from
Tellurian Investment’s sale of the Capital Stock of Magellan Petroleum (UK) Investment Holdings Limited; and (n) the HT
Excluded Account.”


 






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		(c)	Section 1.01 of the Credit Agreement is hereby amended
by adding “the Second NCS Warrant Agreement,” immediately after “the NCS Warrant Agreement,” in the definition
of “Financing Documents”.
	 	 	 
	 	(d)	Section 1.01 of the Credit Agreement is hereby amended by adding “or the Second NCS Warrant Agreement” immediately
after “the NCS Warrant Agreement” in the definition of “Indemnified Taxes”.



 


		(e)	Section 1.01 of the Credit Agreement is hereby amended by amending and restating Clause (e) of
the definition of “Permitted Restricted Payments” in its entirety as follows:



 


“(e)       Restricted
Payments in respect of an exercise of or pursuant to the terms of (i) the warrant shares under the NCS Warrant Agreement,
(ii) the warrant shares under the Second NCS Warrant Agreement and (iii) the warrant shares under that certain Warrant to
Purchase Common Stock, dated as of the date hereof, by Tellurian in favor of High Trail Investments SA LLC (as in effect on
the execution date of the Third Amendment or as amended or modified in a manner not materially adverse to the Lenders,
Tellurian, or the other equity holders of Tellurian).”


 


		(f)	Section 1.01 of the Credit Agreement is hereby amended by adding the following to the end of the
Clause (c) of the definition of “Restricted Payment”:



 


“(other than payments to
an equity owner of Tellurian in respect of Permitted Indebtedness)”


 


		(g)	Section 5.18 of the Credit Agreement is hereby amended to add the following as new clause (f) thereto:



 


“(f)       Notwithstanding anything to the contrary in this Agreement, to the extent: (i) Tellurian or any of its direct or indirect
Subsidiaries (other than ProductionCo or any of its Subsidiaries) receives the cash proceeds of: (A) any Indebtedness
incurred under Section 6.02(t); or (B) the issuance of any Capital Stock of Tellurian through Tellurian’s
 “at the market” or market equity program; and (ii) such cash proceeds are received in an account that is not a
Collateral Account, then the Borrower and each Guarantor shall, and shall cause any direct or indirect Subsidiary of
Tellurian who is not a Guarantor to, transfer such proceeds to a Collateral Account held by Tellurian Investments: (x)
pursuant to a standard sweep instruction in place on the execution date of the Third Amendment for the account that receives
such proceeds (without any modification of such instruction on or after such date); or (y) within two (2) Business Day after
receipt thereof.”


 






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		(h)	Section 5.20 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:



 


“Section
5.20 Material Non-Public Information. Upon delivery by the Borrower or Tellurian to any Secured Party (or receipt by any
Secured Party from the Borrower or Tellurian) of any notice in accordance with the terms of this Agreement, unless the Borrower
or Tellurian has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to Tellurian or any of its Subsidiaries, Tellurian shall, and the Borrower shall cause Tellurian to, on or prior to 9:00
am New York city time on the Business Day immediately following such notice delivery date, to publicly disclose such material,
non-public information on a Form 8-K or otherwise. In the event that the Borrower or Tellurian believes that a notice contains
material, non-public information relating to Tellurian or any of its Subsidiaries, the Borrower or Tellurian shall so indicate
to the applicable Secured Party explicitly in writing in such notice (or immediately upon receipt of such notice by the applicable
Secured Party, as applicable), and in the absence of any such written indication in such notice (or notification from the Borrower
or Tellurian immediately upon receipt of notice from the applicable Secured Party), such Secured Party shall be entitled to presume
that information contained in the notice does not constitute material, non-public information relating to Tellurian or any of its
Subsidiaries.”


 


		(i)	Section 6.02 of the Credit Agreement is hereby amended by (i) deleting “and” from clause
(q) thereof, (ii) replacing the “.” in clause (r) thereof with a “;” and (iii) adding the following clauses
(s) and (t) in the correct alphabetical order:



 


“(s)       Indebtedness incurred by Tellurian under the High Trail Notes (as such notes are in effect on the execution date of the Third
Amendment and as amended as permitted under Section 6.16); and


 


(t)       any
unsecured Indebtedness incurred by Tellurian or any of its Subsidiaries to, or guaranteed in whole or in part by, any
governmental authority, but only to the extent such Indebtedness is incurred pursuant to, and is subject to the requirements
of: (i) the Coronavirus Aid, Relief and Economic Security (“CARES”) Act (H.R. 6074, H.R. 6201, H.R. 748
and H.R. 266 (116)); or (ii) any other loan or grant programs made available to Tellurian of any of its Subsidiaries under
any financial support or funding program sponsored, funded, or guaranteed, in whole or in part, by any Federal Reserve Bank,
the Board of Governors of the Federal Reserve Bank, or any federal, state, or local governmental authority or body, in each
case in response to, and to provide relief from, impacts of the COVID-19 pandemic.”


 






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		(j)	Section 6.11(d) of the Credit Agreement is hereby amended to add the following after the reference
to “Closing Date” therein:



 


“,
is an HT Excluded Account, is an account listed on Schedule I of the Third Amendment (which accounts shall be used solely for the
receipt of funds under Tellurian’s “at the market” or market equity program),”


 


		(k)	Section 6.11 of the Credit Agreement is hereby amended to add the following as new clause (e) thereto:



 


“(e)       Notwithstanding
anything to the contrary in this Agreement, other than on an intraday basis on the date on which the proceeds of the High
Trail Notes are received, under no circumstances shall the Borrower or any Guarantor permit the total amount on deposit in
the HT Excluded Account to exceed at any time the lesser of: (i) $10,400,000; and (ii) the amount of unrestricted and/or
unencumbered cash that Tellurian is required to maintain in a deposit account or securities account held by Tellurian
pursuant to the High Trail Notes (as such notes are in effect on the execution date of the Third Amendment), taking into
account any amounts on deposit in the Collateral Accounts.”


 


		(l)	Article VI of the Credit Agreement is hereby amended to add the following as new Section 6.16 thereto:



 


“Section
6.16     High Trail Notes. Notwithstanding anything to the contrary in this Agreement, each Loan Party shall not amend or modify,
or permit the amendment or modification of, the High Trail Notes or the terms thereof (whether through an amendment, side letter
agreement, or any other contract, agreement, or understanding) in a manner that:


 


(a)       except
as set forth below, amends or modifies the amount or frequency of “Amortization Payments” or “Additional
Amortization Payments” (as each term is defined in the High Trail Notes as of the execution date of the Third
Amendment) under the High Trail Notes in a manner that is materially more burdensome, taken as a whole, upon Tellurian and
its Subsidiaries than exist under the High Trail Notes immediately prior to such amendment or modification as determined by Tellurian (such determination to be evidenced in a written certification delivered by the Borrower to the
Administrative Agent prior to the effectiveness of such amendment or modification certifying that such change will not materially
increase the likelihood of a payment default under the High Trail Notes); provided
that no such amendment or modification shall require Tellurian to make “Additional Amortization Payments” under
and as defined in the High Trail Notes in excess of $8,000,000 in the aggregate; and


 






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(b)       
amends or modifies any affirmative or negative covenant in Section 8 of the High Trail Notes (or in any other part of the
High Trail Notes) to impose material additional or increased burdens or obligations on Tellurian and    its
Subsidiaries taken as a whole;


 


(c)       (i)
expands the events or circumstances that constitute an “Event of Default” under and as defined in the High Trail
Notes (or provides for a similar event); or (ii) expands or modifies the remedies available to holders of the High Trail
Notes in connection with an Event of Default (or another default), including any amendment or modification that effects the
amount or application of the “Event of Default Acceleration Amount” or amends or modifies Section 10(D) thereof
or related definitions thereof in respect of the remedy of conversion of the High Trail Notes into equity securities of
Tellurian upon an “Event of Default” under and as defined in the High Trail Notes, in each case under clause (ii), in a manner adverse to Tellurian or the Lenders;


 


(d)       provides for, or results in, a security interest in, or lien on, any assets of Tellurian or any
of its Subsidiaries in favor of the holders of the High Trail Notes (or any agent on their behalf);


 


(e)       imposes any new interest obligations on the principal balance of the High Trail Notes or on any
amounts owed by Tellurian in connection with the High Trail Notes, increases any default interest rate under the High Trail Notes,
or imposes any new or additional fees on Tellurian in connection with the High Trail Notes (other than any new or additional fees that are payable solely in Tellurian Stock (or warrants to purchase Tellurian Stock),
and solely to the extent an equivalent amount of new or additional fees (for an equivalent amount of Tellurian Stock or warrants,
as applicable) are offered to the Lenders at the time, and on the same terms, as are offered under the High Trail Notes);


 


(f)       amends or modifies Section 6 of the High Trail Notes (or any other amendment or modification of the High Trail Notes
that effectively results in a modification or amendment of Section 6 of the High Trail Notes) that is materially adverse to the Lenders; 


 






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(g)       increases
the outstanding aggregate principal amount owed by Tellurian under the High Trail Notes; or


 


(h)      otherwise imposes materially more burdensome terms, taken as a whole, upon Tellurian and its Subsidiaries than exist under
the High Trail Notes immediately prior to such amendment or modification.


 


In addition:


 


(x)
      under no circumstances shall any Loan Party amend or modify, or permit the amendment or modification
of, the High Trail Notes or the terms thereof (whether through an amendment, side letter agreement, or any other contract, agreement,
or understanding), or enter into any other agreement, in any such case if the effect thereof is to increase the aggregate economics
payable to the holders of the High Trail Notes thereunder in cash, or to otherwise increase the cash amounts payable under or
in connection with the High Trail Notes; provided that nothing in this clause (x) is intended to limit or prohibit: (i) any change
to the amount or frequency of “Amortization Payments” or “Additional Amortization Payments” (as each term
is defined in the High Trail Notes as of the execution date of the Third Amendment) under the High Trail Notes that are not prohibited
by Section 6.16(a) or clause (y) below; and (ii) any increase in the aggregate economics, or the amounts payable, under
or in connection with the High Trail Notes that are payable solely in Tellurian Stock (or warrants to purchase Tellurian Stock),
and solely to the extent such additional economics or payments (in the form of an equivalent amount of Tellurian Stock or warrants,
as applicable) are offered to the Lenders at the time, and on the same terms, as are offered under the High Trail Notes; and


 


(y)        except to the extent set forth in Section 10(D) of the High Trail Notes (as in effect on the execution date of the Third
Amendment), neither Tellurian nor any other Loan Party shall exchange, or agree to the exchange of, any principal amount of
the High Trail Notes into Tellurian Stock (a “Notes Exchange”), except:


 


(i) at or above the Minimum Price; or


 






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(ii)
at a discount to the Minimum Price, but only if, after 4:00 p.m. Eastern time but prior to 6:00 p.m. Eastern time on the date
the binding agreement for the Notes Exchange is executed (the “Exchange Notice Date”), Tellurian shall have
delivered to the Lenders: (A) a written offer to the Lenders to exchange, subject to the requirements of applicable law and
Nasdaq rules, up to an equal amount of the principal of the Loans into Tellurian Stock at the same price (each such offer,
an “Equivalent Exchange Offer”); and (B) a copy of the irrevocable and binding documentation governing such Notes Exchange; provided that if the Lenders, due to applicable law or Nasdaq rules, would be
prohibited from receiving the maximum amount of Tellurian Stock that the Lenders would be entitled to acquire pursuant to
such Equivalent Exchange Offer based on the foregoing, then the total principal amount of the Loans that the Lenders may
exchange shall be limited to the amount permitted by applicable law or Nasdaq rules, after taking into account the amount of
High Trail Notes to be exchanged in the Note Exchange.


 


 If,
after receipt of an Equivalent Exchange Offer in accordance with the foregoing, a Lender notifies the Borrower of its
election to participate in such Equivalent Exchange Offer by 11:00 p.m. Eastern time on the applicable Exchange Notice
Date, and Tellurian and the other Loan Parties have otherwise complied with this Section 6.16 in connection with such Notes
Exchange and Equivalent Exchange Offer, then, subject to the requirements of applicable law and Nasdaq rules, Tellurian
shall, as soon as practicable thereafter: (I) consummate such Notes Exchange in accordance with the terms on which the
related Equivalent Exchange Offer were based; and (II) consummate the exchange of the Loans pursuant to the terms of such
Equivalent Exchange Offer; provided that the Tellurian Stock issued pursuant to such Notes Exchange and such Equivalent
Exchange Offer must be issued to their respective recipients simultaneously.


 


If,
after receipt of an Equivalent Exchange Offer in accordance with the foregoing, a Lender does not notify the Borrower of its
election to participate in such Equivalent Exchange Offer by 11:00 p.m. Eastern time on the applicable Exchange Notice Date,
and Tellurian and the other Loan Parties have otherwise complied with this Section 6.16 in connection with such Notes
Exchange and Equivalent Exchange Offer, then, subject to the requirements of applicable law and Nasdaq rules, Tellurian shall
be permitted: (I) to consummate such Notes Exchange in accordance with the terms on which the related Equivalent Exchange
Offer were based; and (II) such Lender shall have no later than three (3) Business Days after such Exchange Notice Date to
notify the Borrower of its election to participate in such Equivalent Exchange Offer. If such Lender elects to participate in
such Equivalent Exchange Offer, then Tellurian and such Lender shall consummate the exchange of the Loans pursuant to the
terms of such Equivalent Exchange Offer as soon as practicable thereafter.


 


If, after receipt of an Equivalent Exchange Offer in accordance with the foregoing, a Lender does not notify the Borrower
of its election to participate in such Equivalent Exchange Offer by 11:00 p.m. Eastern time on the third (3rd) Business Day after
the applicable Exchange Notice Date, then such Lender shall be deemed to have waived its right to accept such Equivalent Exchange
Offer.”


 


 


		(m)	Article VI of the Credit Agreement is hereby amended to add the following as new Section 6.17 thereto:



 


“Section
6.17     No Prepayment Restrictions. No Loan Party shall enter into, permit the maintenance of, or suffer to exist any contract,
agreement, or other understanding that prohibits or restricts the ability of the Borrower to prepay the Loans in accordance with
Section 2.05.”


 


		(n)	Section 7.01(d) of the Credit Agreement is hereby amended by:



 


		(i)	adding “Section 5.18(f),” after “Section 5.13” in clause
(i) thereof;



 


		(ii)	adding the word “or” immediately after the semicolon at the end of clause (ii) thereof;
and



 


		(iii)	adding the following new clause (iii) thereto:



 


“(iii)       Section
3 of the Third Amendment.”


 


		(o)	Section 7.01(p) of the Credit Agreement is hereby amended by adding “or the Second NCS Warrant Agreement” immediately after the reference to “the NCS Warrant Agreement”
therein.



 


		(p)	Section 7.01 of the Credit Agreement is hereby amended to add the following as new clause (s) thereto:



 


“(s)       without
limiting or modifying Section 7.01(r), a default by Tellurian with respect to any Indebtedness of at least one million dollars
($1,000,000), or any of its Subsidiaries with respect to any Indebtedness of at least one million dollars ($1,000,000) (in each
case, or its foreign currency equivalent and other than Indebtedness under the Financing Documents and any lease that would have
been characterized as an operating lease under GAAP as in effect on December 31, 2018 (whether such lease was entered into before
or after such date)), in each case, which results in such amount of Indebtedness becoming due prior to its scheduled maturity,
unless such default has been waived or cured;”


 






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		(q)	Section 10.17 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:



 


“Section
10.17 [Reserved].”


 


2.       Conditions.
The amendments to the Credit Agreement set forth in Section 1 above shall not become effective until the date (the “Third
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)	The Borrower shall have prepaid (in addition to any prepayments of the Loans made prior to the
date hereof) the Loans on a pro rata basis pursuant to Section 2.05(a) of the Credit Agreement an aggregate principal amount
at least equal to $1,750,000, plus any and all accrued but unpaid Cash Interest, fees, and expenses relating to the Loans. The
Lenders hereby consent to such prepayment not being in a whole multiple of $500,000 and waive all notice requirements in respect
of such prepayment.



 


		(c)	In lieu of a prepayment of $15,000,000 of the
                                                                                                                                                   principal amount of the Loans in cash, Tellurian shall, and the Borrower shall cause Tellurian to, after or substantially
                                                                                                                                                   concurrently with the satisfaction of the condition set forth in Section 2(b) above, as a prepayment of $15,000,000 of
                                                                                                                                                   the principal amount of the Loans: (i) issue, or have issued on its behalf, to the Lenders, 9,348,706 shares of Tellurian
                                                                                                                                                   Stock; and (ii) satisfy the requirements of Section 2(d) below, and the Lenders confirm that upon satisfaction of clauses
                                                                                                                                                   (i) and (ii) above, the principal amount of the Loans shall be decreased by $15,000,000. On the Third Amendment
                                                                                                                                                   Effective Date, following the issuance of shares of Tellurian Stock to the Lenders pursuant to this Amendment, Tellurian
                                                                                                                                                   shall file with the United States Securities and Exchange Commission a prospectus supplement to the prospectus accompanying
                                                                                                                                                   the Registration Statement relating to the resale by the Lenders of such shares of Tellurian Stock.



 


		(d)	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 shall have entered into the Second NCS Warrant
Agreement on mutually agreed terms.



 


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



 






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		(f)	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.



 


3.       Covenants.


 


(a)       The
Borrower shall make a prepayment of the Loans pursuant to Section 2.05(a) of the Credit Agreement of at least $350,000 within thirty
(30) days after the Third Amendment Effective Date. The Lenders hereby consent to such prepayment being less than $500,000.


 


(b)       On
the Third Amendment Effective Date following the issuance of shares of Tellurian Stock to the Lenders pursuant to this Amendment,
Tellurian shall file with the Securities and Exchange Commission a prospectus supplement under its Registration Statement for the
purpose of registering the resale of all of the shares of Tellurian Stock to be issued pursuant to: (i) Section 2(c) of
this Amendment; and (ii) the Second NSC Warrant Agreement (collectively, the “Shares”). Tellurian shall use
commercially reasonable efforts to prepare and file with the Securities and Exchange Commission such amendments and supplements
to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement
continuously effective for a period ending when all of the Shares have been issued. If at any time when Tellurian is required to
re-evaluate its status as a “well-known seasoned issuer” as defined under Rule 405 under the Securities Act, Tellurian
determines that it is not a “well-known seasoned issuer,” Tellurian shall use its commercially reasonable efforts to
refile a registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement
effective during the period during which such registration statement is required to be kept effective under this Section 3(b).
In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or the issuance of any
order suspending or preventing the use of any related prospectus or suspending the qualification of any Shares, Tellurian shall
promptly notify the Lenders and use commercially reasonable efforts promptly to obtain the withdrawal of such order.


 


(c)       Subsequent
to the issuance and registration of any Shares, Tellurian shall take such further action as the Lenders may reasonably request
in the cooperation of the sale of the Shares by the Lenders, including: (i) instructing the transfer agent for the Tellurian Stock
to remove restrictive legends from any Shares; and (ii) cooperating with the Lenders to facilitate the transfer of such Shares
securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Lenders
may request.


 


(d)       Tellurian
shall use its commercially reasonable efforts: (i) to list for trading, subject to official notice of issuance, the Shares on the
Nasdaq Capital Market; and (ii) to maintain the listing of the Shares on the Nasdaq Capital Market.


 


(e)       On
the Third Amendment Effective Date, Tellurian shall deposit: (i) a portion of the proceeds of the High Trail Notes equal to $10,400,000
into the HT Excluded Account; and (ii) all remaining proceeds of the High Trail Notes into one or more Collateral Accounts held
by Tellurian Investments.


 






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4.        Representations
and Warranties.


 


(a)       The
Borrower represents and warrants to the Administrative Agent and each Lender that, as of the Third 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.


 


(b)       Tellurian
and the Borrower represent and warrant to the Administrative Agent and each Lender that, as of the date of each issuance: (i)
each share of Tellurian Stock issued to the Lenders hereunder will be duly and validly authorized and issued, and fully paid and
non-assessable; (ii) each share of Tellurian Stock issued to the Lenders hereunder will be unregistered under the Securities Act;
and (iii) such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the Financial
Industry Regulatory Authority, Inc. and under applicable state securities laws or Blue Sky laws in connection with the issuance
of each share of Tellurian Stock issued to the Lenders hereunder will be obtained.


 


5.       Scope
of Amendment; Reaffirmation. From and after the Third 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)              
Indemnification of Lenders.


 


(i)                
The Borrower shall indemnify and hold harmless, to the extent permitted by law, each Lender, such Lender’s officers,
directors, managers, employees, partners, stockholders, members, trustees, affiliates, agents and representatives, and each person
who controls such Lender (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against
all losses, claims, actions, damages, liabilities, and expenses (including with respect to actions or proceedings, whether commenced
or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related
to any of the following statements, omissions, or violations (each a “Violation”) by Tellurian or the Borrower:
(i) any untrue or alleged untrue statement of material fact contained in: (A) the Registration Statement, any other registration
statement, prospectus, preliminary prospectus, or free writing prospectus, or any amendment thereof or supplement thereto; or
(B) any application or other document or communication (in this clause (g), collectively called an “application”)
executed by or on behalf of Tellurian or the Borrower or based upon written information furnished by or on behalf of Tellurian
or the Borrower filed in any jurisdiction in order to qualify any Shares covered by such registration under the securities laws
thereof; (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading; or (iii) any violation or alleged violation by Tellurian or the Borrower of the Securities Act or any
other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to Tellurian or the
Borrower and relating to action or inaction required of Tellurian or the Borrower in connection with any such registration, qualification,
or compliance. In addition, the Borrower will reimburse such Lender for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such losses.


 


(ii)             
Any person entitled to indemnification hereunder shall: (i) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any
person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party); and
(ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld,
conditioned, or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall
not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted
indemnified parties shall have a right to retain one separate counsel, chosen by the Lenders representing a majority of the Shares
included in the registration if such Lenders are indemnified parties, at the expense of the indemnifying party.


 






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(iii)           
No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation. Notwithstanding anything to the contrary in this
clause (g), an indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability,
or action if such settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld,
conditioned, or delayed.


 


(iv)            
The indemnification and contribution provided for under this Amendment shall be in addition to any other rights to indemnification
or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless
of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling person of such indemnified
party, and shall survive the transfer of the Shares and the termination or expiration of the Credit Agreement.


 


(h)              
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.


 


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


 


(j)                
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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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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 Third 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 Third 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 Third Amendment to Credit Agreement]


 






     


     


    

 





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




 


[Signature Page
to Third 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 Third Amendment to Credit Agreement]