CQP will pay a commitment fee on the average daily amount of undrawn commitments at an annual rate that ranges from 0.10% to 0.30% based on the credit ratings then in effect assigned to loans under the CQP Revolving Credit Facility. Based on current credit ratings for CQP, the commitment fee on revolving commitments is 0.20%.
CQP will also pay (i) a letter of credit fee at an annual rate equal to the applicable margin for SOFR loans on the undrawn portion of all letters of credit issued under the CQP Revolving Credit Facility, and (ii) a fronting fee to each issuing bank that issues a letter of credit in an amount equal to 0.15% per annum of the daily maximum aggregate amount available to be drawn under such letter of credit issued by such issuing bank.
In connection with the CQP Revolving Credit Facility, CQP is paying fees to the CQP Lenders, as well as additional transaction fees and expenses. Annual administrative fees must also be paid to the senior facility agent and common security trustee for the CQP Revolving Credit Facility.
Maturity
The Revolving Credit Facility matures on June 23, 2028. CQP has the right to prepay any loan under the Revolving Credit Facility in whole or in part, subject to certain notice requirements.
SPL Senior Secured Revolving Credit and Guaranty Agreement
On June 23, 2023, Sabine Pass Liquefaction, LLC (“SPL”), a wholly-owned subsidiary of CQP, entered into a $1 billion Senior Secured Revolving Credit and Guaranty Agreement among SPL, as borrower, various lenders (the “SPL Lenders”) and issuing banks, MUFG Bank, Ltd., as coordinating lead arranger, the Bank of Nova Scotia, as senior facility agent and Société Générale, as common security trustee for the SPL Lenders (the “SPL Revolving Credit Facility”). The SPL Revolving Credit Facility refinances and replaces SPL’s existing revolving credit facility, dated as of March 19, 2020, to, among other things, (i) extend the maturity date thereunder, (ii) reduce the rate of interest and commitment fees applicable thereunder, and (iii) make certain other changes to the terms and conditions of the existing revolving credit facility. The SPL Lenders and their affiliates have provided and may provide, from time to time in the future, certain financial services to SPL and its affiliates, for which they may receive advisory or transaction fees, as applicable, of the nature and in amounts customary in the industry for these financial services.
In connection with the SPL Revolving Credit Facility, SPL also entered into the Fourth Amended and Restated Common Terms Agreement, among SPL and certain other parties thereto and Société Générale, as common security trustee (the “Common Terms Agreement”), which amends and restates the Third Amended and Restated Common Terms Agreement, dated as of March 19, 2020, among SPL and certain other parties thereto and Société Générale, as common security trustee.
Availability
100% of the SPL Revolving Credit Facility will be available to provide loans and letters of credit to SPL for the general corporate purposes of SPL and/or its subsidiaries. 100% of the aggregate amount of commitments under the SPL Revolving Credit Facility are available for the issuance of letters of credit for the account or benefit of SPL and/or its subsidiaries for general corporate purposes.
Conditions Precedent to Extensions of Credit
Advances and issuances of letters of credit under the SPL Revolving Credit Facility are subject to customary conditions precedent, including the absence of defaults and the accuracy of certain representations and warranties.
Covenants and Events of Default
The SPL Revolving Credit Facility contains no financial covenants.
The SPL Revolving Credit Facility includes representations, warranties and affirmative covenants customary for companies like SPL with lenders of the type participating in the SPL Revolving Credit Facility, including, among