Document

Exhibit 10.5


CONSENT AND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT


This Consent and Amendment (this “Consent and Amendment”), dated as of July 6, 2022, to the Credit and Guaranty Agreement, dated as of May 29, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Cheniere Energy Partners, L.P. (“Borrower”), MUFG Bank, Ltd., as Administrative Agent (in such capacity, the “Administrative Agent”), the Lenders party thereto from time to time (referred to herein as the “Lenders”) and each other Person party thereto from time to time. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.


WHEREAS, (i) pursuant to Section 6.13(a) of the Credit Agreement, the Borrower may not cancel or terminate any Material Contract to which it is a party or consent to or accept any cancellation or termination thereof, (ii) pursuant to Section 6.13(b) the Borrower may not terminate a terminal use agreement with an Anchor Customer, (iii) Section 8.01(o) of the Credit Agreement contains an Event of Default tied to any terminal use agreement or any guarantee thereof signed with an Anchor Customer ceasing to be valid and binding or in full force and effect and (iv) Section 6.10 of the Credit Agreement limits the Subsidiary Guarantors from entering into certain transactions with Affiliates;


WHEREAS, for an agreed consideration, the Borrower and Chevron U.S.A. Inc. (“Chevron”) intend to terminate: (i) that certain LNG Terminal Use Agreement, dated as of November 8, 2004, between Chevron and Sabine Pass LNG, L.P. (“SPLNG”) (as amended, restated, supplemented or otherwise modified from time to time, the “Chevron TUA”), (ii) the Omnibus Agreement dated as of November 8, 2004 between SPLNG and Chevron (as amended, restated, supplemented or otherwise modified from time to time, the “Chevron Omnibus Agreement”) and (iii) that certain Guaranty, dated as of December 15, 2004, from Chevron Corporation, relating to the foregoing (as amended, restated, supplemented or otherwise modified from time to time, the “Chevron Credit Support” and, together with the Chevron TUA and the Chevron Omnibus Agreement, the “Chevron Agreements”), in each case, which Chevron Agreements are Material Contracts;


WHEREAS, in connection with the termination of the Chevron Agreements, Sabine Pass Tug Services, LLC (“SPTS”), a Subsidiary Guarantor, Cheniere Marketing, LLC (“Cheniere Marketing”), an Affiliate of the Borrower, Total Gas & Power North America, Inc. (“Total”) and Chevron intend to amend that certain Terminal Marine Services Agreement, dated as of April 2, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “TMSA”), by and among SPTS, Cheniere Marketing, Total and Chevron, to assign or terminate Chevron’s obligations and interests therein;


WHEREAS, the Borrower has requested that the Administrative Agent and the Requisite Lenders provide the consents as set forth herein in connection with the proposed termination of the Chevron Agreements and amendment of the TMSA; and


WHEREAS, the Administrative Agent and the Requisite Lenders are willing to provide the consents as set forth herein; 








NOW, THEREFORE, in consideration of the foregoing premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


Section 1.     Consents.  Each of the Borrower, the Administrative Agent and the Lenders party to this Consent and Amendment (constituting the Requisite Lenders) hereby agrees:


1.1    notwithstanding the provisions set forth in Sections 6.13(a) and (b) of the Credit Agreement, that the Credit Parties shall be permitted to terminate the Chevron Agreements; and


1.2    notwithstanding the provisions set forth in Section 6.10 of the Credit Agreement, that SPTS shall be permitted to amend the TMSA to either (a) assign the obligations and interests of Chevron in the TMSA to Cheniere LNG Terminals, LLC or (b) remove Chevron as a party thereto and terminate its obligations and interests thereunder; and


1.3    notwithstanding the provisions set forth in Section 8.1(o) of the Credit Agreement, no Event of Default shall be deemed to have occurred under such Section as a result of the transactions contemplated by this Consent and Amendment.


Section 2.    Amendments to Credit Agreement.  Each of the Borrower, the Administrative Agent and the Lenders party to this Consent and Amendment (constituting the Requisite Lenders) hereby agrees:


2.1    The definition of “Anchor Customer” is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):


“Anchor Customer” means Total Gas & Power North America, Inc., Chevron U.S.A., Inc. and any replacements for Total Gas & Power North America, Inc. or Chevron U.S.A. Inc., having (or having a guarantor with) a credit rating of not less than Baa3 by Moody’s and at least BBB- by S&P and engaged in the international Gas, petroleum or LNG business.


2.2    The definition of “SPLNG Omnibus Agreements” is hereby amended by   deleting the stricken text (indicated textually in the same manner as the following example:   stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):


“SPLNG Omnibus Agreements” means (a) the Omnibus Agreement dated as of September 2, 2004 between Total Gas & Power North America, Inc. (successor to Total LNG USA, Inc.) and SPLNG and (b) the Omnibus Agreement dated as of November 8, 2004 between SPLNG and Chevron U.S.A., Inc.


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2.3    Item 25 in Schedule 6.10 (Certain Affiliate Transactions) to the Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):


Terminal Marine Services Agreement, April 2, 2009, as amended by Extension of Terminal Marine Services Agreement, January 31, 2017 and Terminal Marine Services Agreement - Increase in Per Vessel Fee, January 31, 2018 and as further amended by that certain Amendment No. 2, dated as of July ___, 2022.


2.4    Item 25 in Schedule 6.10 (Certain Affiliate Transactions) to the Credit Agreement shall automatically be further amended to include reference to the amendment or termination agreement to the TMSA contemplated by Section 1.2 upon execution of such amendment or termination agreement.


Section 3.    Representations and Warranties.  The Borrower hereby represents and warrants to the Lenders that:


3.1.    no Default or Event of Default has occurred and is continuing as of the date hereof or, after giving effect to this Consent and Amendment, will result from the consummation of the transactions contemplated by this Consent and Amendment; and


3.2    each of the representations and warranties of the Borrower in the Credit Agreement and the other Financing Documents is true and correct in all material respects except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects, on and as of the date hereof (or, if stated to have been made solely as of an earlier date, as of such earlier date).


Section 4.    Effectiveness.  This Consent and Amendment shall become effective as of the date hereof upon the Administrative Agent receiving executed counterparts of this Consent and Amendment by each of the Borrower, the Administrative Agent and the Requisite Lenders. 


Section 5.    Financing Document.   This Consent and Amendment constitutes a Financing Document as such term is defined in, and for purposes of, the Credit Agreement.


Section 6.    Governing Law.  THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT ANY REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


Section7.    Headings.   All headings in this Consent and Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.


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Section 8.    Binding Nature and Benefit.    This Consent and Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.


Section 9.    Counterparts; E-Signature.   This Consent and Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent and Amendment by facsimile or portable document format (“pdf’) shall be effective as delivery of a manually executed counterpart of this Consent and Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Consent and Amendment and the transactions contemplated hereby (including without limitation amendments, waivers or consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the parties hereto, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


Section 10.    No Modifications; No Other Matters.    Except as expressly provided for herein, the terms and conditions of the Credit Agreement and the other Financing Documents shall continue unchanged and shall remain in full force and effect. Each consent and amendment granted herein shall apply solely to the matters set forth herein and such consent and amendment shall not be deemed or construed as a consent or amendment of any other matters, nor shall such consent or amendment apply to any other matters. 


Section 11.    Direction to Administrative Agent.    By their signature below, each of the Term Loan Lenders and Revolving Lenders party hereto, constituting the Requisite Lenders, hereby directs the Administrative Agent to execute this Consent and Amendment.  


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IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed by their officers thereunto duly authorized as of the day and year first above written.


			
	CHENIERE ENERGY PARTNERS,
L.P., 
as Borrower









By: Cheniere Energy Partners GP, LLC, its 
general partner




												
	By:	/s/ Matthew Healey		
	Name:	Matthew Healey
	Title:	Vice President, Finance and Treasury






SIGNATURE PAGE TO CQP CREDIT AGREEMENT CONSENT AND AMENDMENT









IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, 
as Lender







												
	By:	/s/ Stephen Johnson		
	Name:	Stephen Johnson
	Title:	Managing Director






												
	By:	/s/ Luis Ruigomez		
	Name:	Luis Ruigomez
	Title:	Executive Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, 
as Lender







												
	By:	/s/ Joe Lattanzi		
	Name:	Joe Lattanzi
	Title:	Managing Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender







												
	By:	/s/ Kwaku Ntoso		
	Title:	Executive Director
	Name:	Kwaku Ntoso






SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Citibank, N.A., 
as Lender







												
	By:	/s/ Cathy Shepherd		
	Name:	Cathy Shepherd
	Title:	Vice President




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	COMMONWEALTH BANK OF AUSTRALIA, 
as Lender







												
	By:	/s/ Scott Easey		
	Name:	Scott Easey
	Title:	Associate Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Credit Agricole Corporate and Investment Bank, 
as Lender







												
	By:	/s/ Evan Levy		
	Name:	Evan Levy
	Title:	Managing Director




												
	By:	/s/ Ken Ricciardi		
	Name:	Ken Ricciardi
	Title:	Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Lender







												
	By:	/s/ William O”Daly		
	Name:	William O’Daly
	Title:	Authorized Signatory






												
	By:	/s/ Ilan Dolgin		
	Name:	Ilan Dolgin
	Title:	Authorized Signatory




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	DBS Bank Ltd., 
as Lender





												
	By:	/s/ Ronald Wong		
	Name:	Ronald Wong
	Title:	Senior Vice Pesident




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Goldman Sachs Bank USA, 
as Lender





												
	By:	/s/ Dan Martis		
	Name:	Dan Martis
	Title:	Authorized Signatory




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	[HSBC Bank USA, N.A.], 
as Lender







												
	By:	/s/ Karun Chopra		
	Name:	Karun Chopra
	Title:	No. 23341
Director, Real Assets Finance




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	ING Capital LLC,
as Lender







												
	By:	/s/ Subha Pasumarti		
	Name:	Subha Pasumarti
	Title:	Managing Director






												
	By:	/s/ Tanja van der Woude		
	Name:	Tanja van der Woude
	Title:	Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	INTESA SANPAOLO S.P.A.,
NEW YORK BRANCH
as Lender







												
	By:	/s/ Nicholas A. Matacchieri
	Name:	Nicholas A. Matacchieri
	Title:	Managing Director








												
	By:	/s/ Lisa Cintron		
	Name:	Lisa Cintron
	Title:	Business Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	JPMORGAN CHASE BANK, N.A.,
as Lender







												
	By:	/s/ Arina Mavilian		
	Name:	Arina Mavilian
	Title:	Executive Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Mizuho Bank, Ltd.,
as Lender







												
	By:	/s/ Hiroe Nikaido		
	Name:	Hiroe Nikaido
	Title:	Vice President




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Morgan Stanley Bank, N.A.,
as Lender







												
	By:	/s/  Rikin Pandya		
	Name:	Rikin Pandya
	Title:	Authorized Signatory




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	MUFG  BANK, LTD.,
as Lender







												
	By:	/s/  Saad Iqbal		
	Name:	Saad Iqbal
	Title:	Managing Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	National Australia Bank Limited,
as Lender







												
	By:	/s/ Eli Davis		
	Name:	Eli Davis
	Title:	Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Natixis,
as Lender







												
	By:	/s/  Anthony Perna		
	Name:	Anthony Perna
	Title:	Director






												
	By:	/s/ John Sickler III		
	Name:	John Sickler III
	Title:	Vice President




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	ROYAL BANK OF CANADA,
as Lender







												
	By:	/s/ Jay T. Sartain		
	Name:	Jay T. Sartain
	Title:	Authorized Signatory




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	SANTANDER BANK, N.A.
as Lender







												
	By:	/s/ Erika Wershoven		
	Name:	Erika Wershoven
	Title:	 Executive Director






												
	By:	/s/ Sandra Zelaya		
	Name:	Sandra Zelaya
	Title:	Vice President




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Sumitomo Mitsui Banking Corporation,
as Lender







												
	By:	/s/ Juan Kreutz		
	Name:	Juan Kreutz
	Title:	 Managing Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	Société Générale,
as Lender







												
	By:	/s/ Valerie Colville		
	Name:	Valerie Colville
	Title:	 Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT








IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 


			
	WELLS FARGO BANK, NATIONAL
ASSOCIATION
as Lender







												
	By:	/s/ Borden Tennant		
	Name:	Borden Tennant
	Title:	Director










SIGNATURE PAGE TO OMNIBUS AMENDMENT