INDEMNIFICATION AGREEMENT AGREEMENT, dated as of October 18, 2024 (this “Agreement”), between New Fortress Energy Inc., a Delaware corporation (the “Company”), and Andrew Dete (“Indemnitee”). WHEREAS, it is essential to the Company to retain and...Indemnification Agreement • October 24th, 2024 • New Fortress Energy Inc. • Natural gas distribution • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF NEW FORTRESS ENERGY LLCLimited Liability Company Agreement • February 5th, 2019 • New Fortress Energy LLC • Natural gas distribution • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW FORTRESS ENERGY LLC, is dated as of February 4, 2019. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW FORTRESS INTERMEDIATE LLC DATED AS OF FEBRUARY 4, 2019Limited Liability Company Agreement • February 5th, 2019 • New Fortress Energy LLC • Natural gas distribution • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of February 4, 2019, by and among New Fortress Intermediate LLC, a Delaware limited liability company (the “Company”), New Fortress Energy LLC, a Delaware limited liability company (“PubCo”), NFE Sub LLC, a Delaware limited liability company (“NFE Sub”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
as a whole, are substantially similar to, or not materially less favorable to (i) the Borrower and its Subsidiaries or (ii) the Lenders, in each case, than the terms, taken as a whole, applicable to the Term Loans (other than any such less favorable...Credit Agreement • January 13th, 2020 • New Fortress Energy LLC • Natural gas distribution
NEW FORTRESS ENERGY LLC (a Delaware limited liability company) 20,000,000 Class A Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2019 • New Fortress Energy LLC • Natural gas distribution • New York
INDENTURE Dated as of September 2, 2020 Among NEW FORTRESS ENERGY INC., as Issuer THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 6.750% SENIOR SECURED NOTES DUE 2025Indenture • September 2nd, 2020 • New Fortress Energy Inc. • Natural gas distribution • New York
INDENTURE, dated as of September 2, 2020, among New Fortress Energy Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time parties hereto and U.S. Bank National Association, a national banking corporation, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Notes Collateral Agent”).
TRANSFER AGREEMENTTransfer Agreement • January 20th, 2021 • New Fortress Energy Inc. • Natural gas distribution • Delaware
THIS TRANSFER AGREEMENT (“Agreement”), dated as of January 13, 2021, by and among Golar LNG Limited, a Bermuda exempted company (“Seller”), Golar GP LLC, a Marshall Islands limited liability company (the “Company”), and NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales, United Kingdom (“Purchaser”).
AGREEMENT AND PLAN OF MERGER By and Among GOLAR LNG PARTNERS LP, GOLAR GP LLC, NEW FORTRESS ENERGY INC., LOBOS ACQUISITION LLC and NFE INTERNATIONAL HOLDINGS LIMITED Dated as of January 13, 2021Merger Agreement • January 20th, 2021 • New Fortress Energy Inc. • Natural gas distribution • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 13, 2021, is by and among Golar LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Golar GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), New Fortress Energy Inc., a Delaware corporation (“Parent”), Lobos Acquisition LLC, a Marshall Islands limited liability company and an indirect Subsidiary of Parent (“Merger Sub”), and NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales, United Kingdom, and an indirect Subsidiary of Parent (“GP Buyer”). Certain capitalized terms used in this Agreement are defined in Section 8.13.
SUPPORT AGREEMENTSupport Agreement • January 20th, 2021 • New Fortress Energy Inc. • Natural gas distribution • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2020, by and among Golar LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”), Golar LNG Limited, a Bermuda exempted company, and Golar GP LLC, a Marshall Islands limited liability company (each, a “Unitholder” and collectively, the “Unitholders”), and New Fortress Energy Inc., a Delaware corporation (“Parent”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
Delaware corporation (the “Borrower”), the Guarantors (as defined herein) from time to time party hereto, the Lenders (as defined herein), the Issuing Banks (as defined herein) and MORGAN STANLEY SENIOR FUNDING, INCMUFG BANK, LTD. (“MSSFMUFG”), as administrative agent for the Lenders (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Collateral Agent”).
EXECUTION VERSION 1246224.03A-CHISR02A - MSW PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is...Pledge and Security Agreement • March 8th, 2024 • New Fortress Energy Inc. • Natural gas distribution • New York
RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED NEW FORTRESS ENERGY INC.Restricted Share Unit Award Agreement • August 7th, 2020 • New Fortress Energy Inc. • Natural gas distribution • Delaware
This Restricted Share Unit Award Agreement (this "Agreement"), effective as of the date set forth on Schedule A hereto (the "Grant Date"), is made by and between New Fortress Energy Inc., a Delaware corporation (together with any of its successors or assigns, the "Company"), and the participant identified on Schedule A hereto (the "Participant"). Any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the Amended and Restated New Fortress Energy Inc. 2019 Omnibus Incentive Plan (the "Plan").
Execution Version 4855-6127-4071v.9 2464916.03A-NYCSR03A - MSW 4855-6127-4071v.18 NEW FORTRESS ENERGY INC. (a Delaware corporation) Class A common stock (par value $0.01 per share) UNDERWRITING AGREEMENT October 1, 2024 Morgan Stanley & Co. LLC 1585...Underwriting Agreement • October 2nd, 2024 • New Fortress Energy Inc. • Natural gas distribution
DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED NEW FORTRESS ENERGY INC.Restricted Share Unit Award Agreement • August 7th, 2020 • New Fortress Energy Inc. • Natural gas distribution • Delaware
This Restricted Share Unit Award Agreement (this "Agreement"), effective as of the date set forth on Schedule A hereto (the "Grant Date"), is made by and between New Fortress Energy Inc., a Delaware corporation (together with any of its successors or assigns, the "Company"), and the participant identified on Schedule A hereto (the "Participant"). Any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the Amended and Restated New Fortress Energy Inc. 2019 Omnibus Incentive Plan (the "Plan").
ContractGas Sales Agreement • November 9th, 2018 • New Fortress Energy LLC • Natural gas distribution
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 23, 2022, by NFE Global Holdings Limited, a private limited company incorporated under the laws of England and Wales, NFE UK Holdings Limited, a private limited company incorporated under the laws of England and Wales, and NFE Bermuda Holdings Limited, an exempted company incorporated under the laws of Bermuda (each a “Guaranteeing Subsidiary”), each a subsidiary of New Fortress Energy Inc. (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (the “Trustee”).
SYNDICATED LOAN AGREEMENT among NFE NORTH HOLDINGS LIMITED (the Borrower) NATIONAL COMMERCIAL BANK JAMAICA LIMITED (as Arranger) THE LENDERS LISTED IN SCHEDULE 1 (the Lenders) and JCSD TRUSTEE SERVICES LIMITED (the Agent)Syndicated Loan Agreement • November 9th, 2018 • New Fortress Energy LLC • Natural gas distribution
INDENTUREIndenture • April 12th, 2021 • New Fortress Energy Inc. • Natural gas distribution • New York
INDENTURE, dated as of April 12, 2021, among New Fortress Energy Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time parties hereto and U.S. Bank National Association, a national banking corporation, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Notes Collateral Agent”).
SENIOR SECURED DELAYED DRAW TERM LOAN CREDIT AGREEMENT among LNG HOLDINGS LLC, as Holdings 1, FEP GP LNG HOLDINGS LLC, as Holdings 2, LNG HOLDINGS (FLORIDA) LLC, as the Borrower, The Several Lenders from Time to Time Party Hereto and MORGAN STANLEY...Senior Secured Delayed Draw Term Loan Credit Agreement • November 9th, 2018 • New Fortress Energy LLC • Natural gas distribution • New York
SENIOR SECURED DELAYED DRAW TERM LOAN CREDIT AGREEMENT, dated as of November 24, 2014 among LNG HOLDINGS LLC, a Delaware limited liability company (“Holdings 1”), FEP GP LNG HOLDINGS LLC, a Delaware limited liability company (“Holdings 2,” and together with Holdings 1, “Holdings”), LNG HOLDINGS (FLORIDA) LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of June 11, 2021, by Golar GP LLC (the “Guaranteeing Subsidiary”), a Marshall Islands limited liability company and a subsidiary of New Fortress Energy Inc. (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER By and Among HYGO ENERGY TRANSITION LTD. NEW FORTRESS ENERGY INC. GOLAR LNG LIMITED STONEPEAK INFRASTRUCTURE FUND II CAYMAN (G) LTD. and LOBOS ACQUISITION LTD. Dated as of January 13, 2021Merger Agreement • January 20th, 2021 • New Fortress Energy Inc. • Natural gas distribution • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 13, 2021, is by and among Hygo Energy Transition Ltd., a Bermuda exempted company (the “Company”), Golar LNG Limited, a Bermuda exempted company (“GLNG”), Stonepeak Infrastructure Fund II Cayman (G) Ltd. (“Stonepeak” and together with GLNG, the “Company Shareholders”), New Fortress Energy Inc., a Delaware corporation (“Parent”), and Lobos Acquisition Ltd., a Bermuda exempted company and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 8.13.
SHAREHOLDERS’ AGREEMENTShareholders Agreement • April 21st, 2021 • New Fortress Energy Inc. • Natural gas distribution • Delaware
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of April 15, 2021, is entered into by and among, New Fortress Energy Inc., a Delaware corporation (the “Company”), Golar LNG Limited (“Shareholder A”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd. (“Shareholder B” and together with Shareholder A, the “Shareholders”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of December 22, 2022, by NFE Andromeda Chartering LLC, a Delaware limited liability company, (a “Guaranteeing Subsidiary”), a subsidiary of New Fortress Energy Inc. (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (the “Trustee”).
INDENTURE Dated as of March 8, 2024 Among NEW FORTRESS ENERGY INC., as Issuer THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 8.750% SENIOR SECURED NOTES DUE...Indenture • March 8th, 2024 • New Fortress Energy Inc. • Natural gas distribution • New York
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
WHEREAS, the Issuer, the Guarantors party thereto, the Trustee and the Notes Collateral Agent have heretofore executed and delivered an indenture, dated as of April 12, 2021 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 6.500% Senior Secured Notes due 2026 (the “Notes”);
ContractCredit Agreement • March 26th, 2019 • New Fortress Energy LLC • Natural gas distribution • New York
AMENDMENT AGREEMENT dated as of February 11, 2019 (this “Amendment”), to the Credit Agreement dated as of August 15, 2018 and as amended and restated as of December 31, 2018 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among NEW FORTRESS INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), NFE ATLANTIC HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the SUBSIDIARY GUARANTORS (as defined in Section 1.1 of the Credit Agreement) from time to time party thereto, the LENDERS (as defined in the preamble to the Credit Agreement) from time to time party thereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”).
TAX INDEMNIFICATION AGREEMENTTax Indemnification Agreement • May 7th, 2021 • New Fortress Energy Inc. • Natural gas distribution • Delaware
THIS TAX INDEMNIFICATION AGREEMENT (“Agreement”), dated as of April 15, 2021, is by and among Golar LNG Limited, a Bermuda exempted company (“Indemnitor”), and NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales, United Kingdom (“Purchaser”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 1, 2021, by NFE US Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer, and U.S. Bank National Association, as trustee (the “Trustee”).
SHAREHOLDERS’ AGREEMENT BY AND AMONG NEW FORTRESS ENERGY LLC AND NEW FORTRESS ENERGY HOLDINGS LLCShareholders Agreement • February 5th, 2019 • New Fortress Energy LLC • Natural gas distribution • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of February 4, 2019, by and between New Fortress Energy Holdings LLC, a Delaware limited liability company (the “Initial Shareholder”) and New Fortress Energy LLC, a Delaware limited liability company (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
Execution Version 1 #231615324 INCREMENTAL JOINDER AGREEMENT REGARDING UNCOMMITTED LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT This INCREMENTAL JOINDER AGREEMENT REGARDING UNCOMMITTED LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Incremental...Incremental Joinder Agreement • February 29th, 2024 • New Fortress Energy Inc. • Natural gas distribution
OMNIBUS AGREEMENTOmnibus Agreement • May 7th, 2021 • New Fortress Energy Inc. • Natural gas distribution
In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the provisions of Article I and Article II and related Schedules shall be effective on and from the Effective Time (as defined in the Merger Agreement) (the “Effective Time”) as follows:
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 5th, 2019 • New Fortress Energy LLC • Natural gas distribution • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT, is made as of February 4, 2019 by and between NEW FORTRESS INTERMEDIATE LLC, a Delaware limited liability company (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Provider”).
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT for the MARCELLUS LNG PRODUCTION FACILITY I between BRADFORD COUNTY REAL ESTATE PARTNERS LLC, COMPANY and BLACK & VEATCH CONSTRUCTION, INC. CONTRACTOR DATED January 8, 2019Engineering, Procurement and Construction Agreement • January 14th, 2019 • New Fortress Energy LLC • Natural gas distribution • New York
This Engineering, Procurement and Construction Agreement (this “Agreement”) is made as of the 8th day of January 2019 (the “Effective Date”), by and between Bradford County Real Estate Partners LLC (“Company”) and Black & Veatch Construction, Inc. (“Contractor”). Company and Contractor are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”.
SHAREHOLDERS’ AGREEMENT BY AND AMONG NEW FORTRESS ENERGY LLC AND NEW FORTRESS ENERGY HOLDINGS LLCShareholder Agreement • December 24th, 2018 • New Fortress Energy LLC • Natural gas distribution • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of , 2019, by and between New Fortress Energy Holdings LLC, a Delaware limited liability company (the “Initial Shareholder”) and New Fortress Energy LLC, a Delaware limited liability company (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • New Fortress Energy Inc. • Natural gas distribution • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 2021, by NFE International Shipping LLC, a Delaware limited liability company, NFE Global Shipping LLC, a Delaware limited liability company, NFE Grand Shipping LLC, a Delaware limited liability company and NFE International Holdings Limited, a Bermuda exempted company (each a “Guaranteeing Subsidiary”), each a subsidiary of New Fortress Energy Inc. (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
