EX-10.8 9 exhibit108-q22026.htm EX-10.8
Exhibit 10.8
Execution Version
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 19, 2026 (this “Amendment”), is made by and between CALCASIEU PASS FUNDING, LLC, a Delaware limited liability company (the “Borrower”), and GOLDMAN SACHS BANK USA, in its capacity as administrative agent under the below-referenced Credit Agreement (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Credit Agreement (as defined below).
RECITALS:
WHEREAS, the Borrower and the Administrative Agent entered into that certain Credit Agreement, dated as of April 10, 2026, among the Borrower, the Administrative Agent, Goldman Sachs Bank USA, in its capacity as the collateral agent (in such capacity, the “Collateral Agent”), the Lenders from time to time party thereto and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Credit Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender to correct or cure ambiguities, errors, omissions or defects;
WHEREAS, the parties hereto desire to clarify an ambiguity in the definition of “Intercreditor Agreements” in Section 1.01 of the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as further set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and in reliance upon the representations and warranties herein contained, the parties hereto agree as follows:
SECTION 1. Amendment to Credit Agreement. Subject to the satisfaction of the conditions precedent specified in Section 2 below, as of the Effective Date:
(a)The definition of “Intercreditor Agreements,” “Hedge Bank” and “Secured Loan Document Hedge Agreement” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Intercreditor Agreements” means any First Lien Intercreditor Agreement, any supplement to any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any supplement to any Junior Lien Intercreditor Agreement, collectively, in each case to the extent in effect, as amended, modified or otherwise supplemented from time to time; provided

that, prior to the execution and delivery of any applicable Intercreditor Agreement, any reference in this Agreement or any other Loan Document to an Intercreditor Agreement or the provisions of an Intercreditor Agreement shall be deemed to refer to the form of First Lien Intercreditor Agreement attached hereto as Exhibit I-1.
“Hedge Bank” means any Person that (a) is an Agent or a Lender or an Affiliate of an Agent or a Lender that enters into a Secured Loan Document Hedge Agreement, in its capacity as a party thereto, (b) was an Agent or a Lender or an Affiliate of an Agent or a Lender at the time it entered into a Secured Loan Document Hedge Agreement in its capacity as a party thereto or (c) is a counterparty to any Secured Loan Document Hedge Agreement or Secured First Lien Hedge Agreement, in its capacity as a party thereto, and in each case (other than a Person already party hereto as a Lender) that delivers to the Administrative Agent and the Collateral Agent a letter agreement reasonably satisfactory to the Administrative Agent and the Collateral Agent (i) appointing the Collateral Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.16 and 10.17 and Article IX as if it were a Lender.
“Secured Loan Document Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between the Borrower and any Hedge Bank; provided that, to the extent such Hedge Bank constitutes a Hedge Bank pursuant to clauses (c) of the definition thereof, the Borrower shall have elected in writing that such Swap Contract shall be a Secured Loan Document Hedge Agreement.”
SECTION 2. Conditions Precedent. The amendment contemplated in Section 1 of this Amendment shall become effective as of the date when and only when the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrower and the Administrative Agent (such date, the “Effective Date”).
SECTION 3. References to and Effect on Loan Documents.
(a)On and after the Effective Date, this Amendment shall for all purposes be deemed to be a Loan Document under the Credit Agreement and the other Loan Documents and each reference in the Credit Agreement to “this Agreement,” “the Credit Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as modified by this Amendment.
(b)As of the date hereof and as of the Effective Date, and except as expressly provided for herein, (i) all of the terms and conditions of all Loan Documents remain in full force and effect and are hereby ratified and confirmed, and none of such terms and conditions are, or shall be construed as, otherwise waived, amended or modified, and (ii) the Borrower hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect.
(c)This Amendment is limited in effect, and except as expressly provided herein, shall not be deemed or interpreted to modify any term, provision, right or Obligation under the Credit Agreement. The execution, delivery, and effectiveness of this Amendment shall not (i) operate as a waiver of any right, power, or remedy of the Administrative Agent, the Collateral Agent or any Lender under any of the Loan

Documents, nor constitute a waiver of any provision of any of the Loan Documents, or (ii) prejudice any other right, power, or remedy which the Administrative Agent, the Collateral Agent or any Lender now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents.
SECTION 4. Miscellaneous.
(a) By their signatures below, each of the Borrower and the Administrative Agent hereby approves this Amendment.
(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(c) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when executed and delivered, shall be effective for purposes of binding the parties hereto, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission (i.e., a “pdf” or “tif”), including email, shall be effective as delivery of a manually executed counterpart of this Amendment.
(d) This Amendment constitutes the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and supersedes any and all prior agreements and understandings, written or oral, of the parties hereto relating to the subject matter hereof.
(e) The provisions of Section 10.15 (Severability), Section 10.16 (Governing Law), and Section 10.17 (Waiver of Right to Trial by Jury) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply as if fully set forth herein.
(f) Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment.
(g) The words “execution,” “execute,” “signed,” “signature,” “delivery,” and words of like import in or related to this Amendment or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures (and, for the avoidance of doubt, electronic signatures utilizing the DocuSign platform shall be deemed approved), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof 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, and the parties to this Amendment consent to conduct the transactions contemplated hereunder by electronic means.
[Signature page follows.]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officers to execute and deliver this Amendment as of the date first written above.
CALCASIEU PASS FUNDING, LLC,
a Delaware limited liability company,
as the Borrower
By: /s/ Jonathan W. Thayer
Name: Jonathan W. Thayer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]

GOLDMAN SACHS BANK USA
as Administrative Agent
By: /s/ Sid Subramanian
Name: Sid Subramanian
Title: Authorized Signatory
[Signature Page to Amendment No. 1 to Credit Agreement]