Exhibit 10.3
May 31, 2007
Credit Suisse First Boston International
c/o Credit Suisse First Boston, New York Branch
Eleven Madison Avenue
New York, NY 10010-3629
Facsimile No.: (212) 325-8173
Re: | Commitment to Exercise Lower Strike Option and Election of Physical Settlement. |
Ladies and Gentlemen:
Reference is made to the letter agreement dated July 22, 2005 among Cheniere Energy, Inc. (the “Company”), Credit Suisse First Boston International and Credit Suisse First Boston, New York Branch, as Agent, as supplemented by the Notice of Adjustment dated as of July 26, 2005 (as so supplemented and in effect on the date hereof, the “Confirmation”). Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the respective meanings provided therefor in the Confirmation (including any terms set forth in the “Definitions” (as defined in the Confirmation) or the “Agreement” (as so defined) and incorporated by reference in the Confirmation) and the principles of interpretation set forth in the second paragraph of the Confirmation shall apply to such terms and to this letter.
The Company hereby irrevocably commits to exercise on one or more Exercise Dates 100% of its Options (i.e., 9,175,595 Options) at the Lower Strike Option Strike Price (i.e., $35.42) on or before July 23, 2007by delivering to the Agent on each Exercise Date a “Notice of Exercise” in substantially the form attached hereto asExhibit A. The Company hereby irrevocably elects that Physical Settlement is applicable to the settlement of the Lower Strike Option and the Upper Strike Option.
| Very truly yours, | ||
CHENIERE ENERGY, INC. | ||
By: | /s/ Don A. Turkleson | |
Name: | Don A. Turkleson | |
Title: | Senior Vice President and Chief Financial Officer | |
EXHIBIT A
Form of Notice of Exercise
, , 2007
Credit Suisse First Boston International
c/o Credit Suisse First Boston, New York Branch
Eleven Madison Avenue
New York, NY 10010-3629
Facsimile No.: (212) 325-8173
Re: | Notice of Exercise of Lower Strike Option. |
Ladies and Gentlemen:
Reference is made to the letter agreement dated July 22, 2005 among Cheniere Energy, Inc. (the “Company”), Credit Suisse First Boston International and Credit Suisse First Boston, New York Branch, as agent, as supplemented by the Notice of Adjustment dated as of July 26, 2005 (as so supplemented and in effect on the date hereof, the “Confirmation”). Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the respective meanings provided therefor in the Confirmation (including any terms set forth in the “Definitions” (as defined in the Confirmation) or the “Agreement” (as so defined) and incorporated by reference in the Confirmation) and the principles of interpretation set forth in the second paragraph of the Confirmation shall apply to such terms and to this notice.
The Company hereby irrevocably exercises [ ] of its Optionsout of a total of 9,175,595 Options at the Lower Strike Option Strike Price (i.e., $35.42). As previously communicated to Party A, the Company has elected that Physical Settlement is applicable to the settlement of the Lower Strike Option and the Upper Strike Option.
The Number of Shares to be Delivered shall be delivered, and the Fractional Share Amount (if any) shall be paid, on the Settlement Date (i.e., [ , ], 2007) at the account of which you have separately been given notice as contemplated by the Confirmation.
| Very truly yours, | ||
CHENIERE ENERGY, INC. | ||
By: |
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Name: | ||
Title: | ||