Sabine Pass Liquefaction, LLC US$430,000,000 5.900% Senior Secured Amortizing Notes due 2037 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2022 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
Sabine Pass Liquefaction, LLC a Delaware limited liability company (the “Issuer”), proposes to issue and sell to Goldman Sachs & Co. LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Goldman Sachs & Co. LLC is acting as Representative, upon the terms set forth in a purchase agreement dated November 14, 2022 (the “Purchase Agreement”), by and among the Issuer and the Initial Purchasers, US$430,000,000 aggregate principal amount of its 5.900% Senior Secured Amortizing Notes due 2037 (the “Initial Securities”) to be unconditionally guaranteed by all of its future domestic restricted subsidiaries (such subsidiaries, if any, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, dated as of February 1, 2013 (the “Base Indenture”), among the Issuer, any Guarantors that may become a party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as sup
Sabine Pass Liquefaction, LLC PURCHASE AGREEMENTPurchase Agreement • May 8th, 2020 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
FIFTH OMNIBUS AMENDMENT, CONSENT AND WAIVERCommon Terms Agreement • February 25th, 2020 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
further amended by that certain Omnibus Amendment, dated as of January 9, 2013, as amended by that certain Second Omnibus Amendment (the "Second Omnibus Amendment"), dated as of January 9, 2013 (as so amended, the "Original Common Terms Agreement"), and as amended and restated by the Amended and Restated Common Terms Agreement, dated as of May 28, 2013, as amended by that certain Amendment to the Common Terms Agreement, dated as of November 20, 2013, as further amended by that certain Amendment to Common Terms Agreement, dated as of April 10, 2014, as further amended by that certain Amendment to Common Terms Agreement, dated as of June 10, 2014, as further amended by that certain Amendment to Common Terms Agreement, dated as of May 12, 2015 (as so amended and restated, the "Amended and Restated Common Terms Agreement"), that sets out certain provisions regarding, among other things, common representations and warranties of the Borrower, common covenants of the Borrower, and common Even
CHANGE ORDER FORM BOG and LNG RundownSabine Pass Liquefaction, LLC • May 4th, 2018 • Natural gas distribution
CHANGE ORDER FORM System Inspection IsometricsSabine Pass Liquefaction, LLC • August 9th, 2018 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: May 4, 2015 CHANGE ORDER NUMBER: CO-00033 DATE OF CHANGE ORDER: May 24, 2018
LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of the 11th...Escrow Agreement • February 12th, 2014 • Sabine Pass Liquefaction, LLC • Natural gas distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 11th Day of November, 2011 (the “Contract Date”), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (“Owner”), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
CHANGE ORDER FORM OSHA Handrail and Guardrail ModificationsSabine Pass Liquefaction, LLC • February 21st, 2018 • Natural gas distribution
CHANGE ORDER FORM Soils Preparation Provisional Sum Partial True-Up RECON 3Sabine Pass Liquefaction, LLC • November 9th, 2017 • Natural gas distribution
LUMP SUM TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the SABINE PASS LNG STAGE 2 LIQUEFACTION FACILITY by and between SABINE PASS LIQUEFACTION, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor Dated as of...Escrow Agreement • February 12th, 2014 • Sabine Pass Liquefaction, LLC • Natural gas distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of the 20th Day of December, 2012 (the “Contract Date”), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (“Owner”), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (“Contractor” and, together with Owner, each a “Party” and together the “Parties”).
CHANGE ORDER FORM HPAA Compressor MODBUS LinkSabine Pass Liquefaction, LLC • November 9th, 2017 • Natural gas distribution
CHANGE ORDER FORM Insurance Provisional Sum CloseoutSabine Pass Liquefaction, LLC • November 9th, 2017 • Natural gas distribution
CHANGE ORDERSabine Pass Liquefaction, LLC • May 4th, 2022 • Natural gas distribution
CHANGE ORDERSabine Pass Liquefaction, LLC • August 8th, 2019 • Natural gas distribution
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED COMMON TERMS AGREEMENTCommon Terms Agreement • November 4th, 2021 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
This First Amendment to Third Amended and Restated Common Terms Agreement (this “Amendment”), dated as of July 26, 2021 amends the Third Amended and Restated Common Terms Agreement, dated as of March 19, 2020 (as it may be further amended, restated, supplemented or otherwise modified from time to time prior to this Amendment, the “Common Terms Agreement”), by and among Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto, Société Générale, as the Common Security Trustee (in such capacity, the “Common Security Trustee”) and as the Intercreditor Agent (in such capacity, the “Intercreditor Agent”), the Secured Debt Holder Group Representatives, the Secured Hedge Representatives and the Secured Gas Hedge Representatives 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 Common Terms Agreement.
CHANGE ORDER FORMSabine Pass Liquefaction, LLC • August 8th, 2019 • Natural gas distribution
Owner and Contractor agree the Irrevocable Standby Letter of Credit (“Letter of Credit”) for Subproject 4 (No. 04121800) (i) shall be amended from Seventy-Six Million, Seven Hundred Fifty-Four Thousand, One Hundred Fifty-Six U.S. Dollars (U.S. $76,754,156) to Two Million U.S. Dollars (U.S. $ 2,000,000) and (ii) shall expire upon Owner’s written notice of the expiration of the Defect Correction Period for Subproject 4 (as may be extended pursuant to Section 12.3B of the Agreement) or October 09, 2020 (thirty-six (36) Months after Contractor’s achievement of Substantial Completion for Subproject 4), whichever occurs first.
CHANGE ORDERSabine Pass Liquefaction, LLC • November 6th, 2020 • Natural gas distribution
CHANGE ORDERSabine Pass Liquefaction, LLC • August 5th, 2021 • Natural gas distribution
CHANGE ORDER FORM Soils Preparation Provisional Sum CloseoutSabine Pass Liquefaction, LLC • February 26th, 2019 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 3 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: May 4, 2015 CHANGE ORDER NUMBER: CO-00037 DATE OF CHANGE ORDER: November 29, 2018
CHANGE ORDERSabine Pass Liquefaction, LLC • November 4th, 2021 • Natural gas distribution
CHANGE ORDERSabine Pass Liquefaction, LLC • February 23rd, 2023 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00070 DATE OF CHANGE ORDER: 28-Oct-2022
FOURTH OMNIBUS AMENDMENTFourth Omnibus • November 8th, 2018 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
This Fourth Omnibus Amendment (this “Amendment”), dated as of September 17, 2018 amends (a) the Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Common Terms Agreement”), by and among Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Borrower”), Société Générale, as the Common Security Trustee (in such capacity, the “Common Security Trustee”) and as the Intercreditor Agent (in such capacity, the “Intercreditor Agent”), The Bank of Nova Scotia, as the Secured Debt Holder Group Representative for the Working Capital Debt and other Secured Debt Holder Group Representatives party thereto from time to time, the Secured Hedge Representatives and the Secured Gas Hedge Representatives party thereto from time to time and (b) the Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as o
CHANGE ORDERSabine Pass Liquefaction, LLC • February 24th, 2021 • Natural gas distribution
AMENDED AND RESTATED SENIOR WORKING CAPITAL REVOLVING CREDIT AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of September 4, 2015,Reimbursement Agreement • August 8th, 2019 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
This AMENDED AND RESTATED SENIOR WORKING CAPITAL REVOLVING CREDIT AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of September 4, 2015, as amended by the Third Omnibus Amendment, dated as of May 23, 2018, the Fourth Omnibus Amendment, dated as of September 17, 2018 and the Fifth Omnibus Amendment, Consent and Waiver, dated as of May 29, 2019, is made among SABINE PASS LIQUEFACTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”), THE BANK OF NOVA SCOTIA, as Senior Issuing Bank and Senior Facility Agent, ABN AMRO CAPITAL USA LLC, HSBC BANK USA, NATIONAL ASSOCIATION and ING CAPITAL LLC, as Senior Issuing Banks, SOCIÉTÉ GÉNÉRALE, as Swing Line Lender, SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee, and the SENIOR LENDERS party hereto from time to time and for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, MORGAN STANLEY BANK, N.A., and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers
CHANGE ORDER SUPPLEMENTAL FERC CONDITION 80 REQUIREMENTSSabine Pass Liquefaction, LLC • November 2nd, 2023 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction FacilityOWNER: Sabine Pass Liquefaction, LLCCONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. CHANGE ORDER NUMBER: CO-00076 DATE OF CHANGE ORDER: 05-May-2023 DATE OF AGREEMENT: November 7, 2018
CHANGE ORDERSabine Pass Liquefaction, LLC • May 2nd, 2023 • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: 08-Nov-2018 CHANGE ORDER NUMBER: CO-00075 DATE OF CHANGE ORDER: 16-Dec-2022
CHANGE ORDERSabine Pass Liquefaction, LLC • May 3rd, 2024 • Natural gas distribution
This Change Order does not amend obligations with respect to the Irrevocable Standby Letter of Credit for Subproject 6(b).
CHANGE ORDER FORMSabine Pass Liquefaction, LLC • April 30th, 2020 • Natural gas distribution
CHANGE ORDERSabine Pass Liquefaction, LLC • May 4th, 2021 • Natural gas distribution
CHANGE ORDERPerformance and Attendance Bonus • November 3rd, 2022 • Sabine Pass Liquefaction, LLC • Natural gas distribution
PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018 CHANGE ORDER NUMBER: CO-00067 DATE OF CHANGE ORDER: August 18, 2022
Sabine Pass Liquefaction, LLCSabine Pass Liquefaction, LLC • August 5th, 2021 • Natural gas distribution
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SABINE PASS LIQUEFACTION, LLC (A Delaware Limited Liability Company)Liability Company Agreement • November 15th, 2013 • Sabine Pass Liquefaction, LLC • Delaware
This First Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of July 31, 2012, is hereby duly adopted as the limited liability company agreement of Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”) by the Initial Member (as defined below).
Sabine Pass Liquefaction, LLCSabine Pass Liquefaction, LLC • December 10th, 2020 • Natural gas distribution
Sabine Pass Liquefaction, LLCSabine Pass Liquefaction, LLC • May 9th, 2019 • Natural gas distribution
The Parties have entered into that certain Amended and Restated LNG Sale and Purchase Agreement (FOB) dated August 5, 2014 between Sabine Pass Liquefaction, LLC and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) (as amended and assigned, the “SPA”). Capitalized terms used but not defined herein shall have the meanings given them in the SPA. This Letter Agreement sets forth the terms of certain sales and purchases of LNG under the SPA.
Sabine Pass Liquefaction, LLCSabine Pass Liquefaction • December 23rd, 2019 • Sabine Pass Liquefaction, LLC • Natural gas distribution
The Parties have entered into that certain Amended and Restated LNG Sale and Purchase Agreement (FOB) dated August 5, 2014 between Sabine Pass Liquefaction, LLC and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) (as amended and assigned, the “SPA”). Capitalized terms used but not defined herein shall have the meanings given them in the SPA. This Letter Agreement sets forth the terms of certain sales and purchases of LNG under the SPA.
AMENDED AND RESTATED LNG SALE AND PURCHASE AGREEMENTLNG Sale and Purchase Agreement • May 9th, 2019 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
THIS AMENDMENT NO. 1 OF AMENDED AND RESTATED LNG SALE AND PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 3, 2019, by and between Sabine Pass Liquefaction, LLC, a Delaware limited liability company whose principal place of business is located at 700 Milam St., Suite 1900, Houston, TX 77002 (“Seller”), and Cheniere Marketing International LLP, a UK limited liability partnership whose principal place of business is located at Berkeley Square House, Fifth Floor, Berkeley Square, London W1J 6BY, United Kingdom (“Buyer”). Buyer and Seller are each referred to herein as a “Party” and collectively as the “Parties”.
