GUARANTY AGREEMENTGuaranty Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 26th day of February, 2021 by Baker Hughes Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its primary office at 17021 Aldine Westfield Road, Houston, Texas 77073 (herein called “Guarantor”), for the benefit of Venture Global Plaquemines LNG, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its primary office at 1001 19th Street North, Suite 1500, Arlington, VA 22209 (herein called “Buyer”). Guarantor and Buyer are individually referred to herein as a “Party” and collectively as the “Parties.”
GUARANTYGuaranty • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This GUARANTY, dated as of April 21, 2021 (this “Guaranty”), is made by KBR, INC., a Delaware corporation (“Guarantor”), for the benefit of VENTURE GLOBAL PLAQUEMINES LNG, LLC, a Delaware limited liability company (the “Beneficiary”). The Guarantor and Beneficiary are referred to herein individually as a “Party” and collectively as the “Parties”.
SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT between VENTURE GLOBAL PLAQUEMINES LNG, LLC as Owner and KZJV LLC as Contractor Dated as of January 7, 2022 RELATING TO PHASE 1 OF THE LNG EXPORT AND LIQUEFACTION FACILITY...Engineering, Procurement and Construction Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2022 (the “Second Restatement Date”) by and between VENTURE GLOBAL PLAQUEMINES LNG, LLC (“Owner”), a limited liability company duly organized and validly existing under the laws of the State of Delaware domiciled in and with its principal place of business located at 1001 19th Street North, Suite 1500, Arlington, VA 22209, and KZJV LLC, a limited liability company duly organized and validly existing under the laws of the State of Texas with its principal place of business at Corporation Trust Center, 1999 Bryan Street, Suite 900, Dallas, Texas 75201 (the “Contractor”).
GROUND LEASE AGREEMENT (184 Acres)Ground Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of October 12, 2023 (the “Ground Lease Commencement Date”), by and between Venture Global CP2 LNG, LLC, a Delaware limited liability company (the “Tenant”), and Wilma Davis Bride Family, LLC, a Louisiana limited liability company (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as “Party” and are both referred to as the “Parties.”
PURCHASE ORDER CONTRACT FOR THE SALE OF LIQUEFACTION TRAIN SYSTEMPurchase Order Contract • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
VENTURE GLOBAL LNG, INC. AND EACH OF THE GUARANTORS PARTY HERETO FROM TIME TO TIME 9.500% SENIOR SECURED NOTES DUE 2029 9.875% SENIOR SECURED NOTES DUE 2032 INDENTURE Dated as of October 24, 2023 The Bank of New York Mellon Trust Company, N.A., as...Indenture • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
INDENTURE dated as of October 24, 2023 between Venture Global LNG, Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent.
STATE OF LOUISIANA PARISH OF CAMERON GROUND LEASE AGREEMENT (351 Acres)Ground Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of March 11, 2019 (the “Ground Lease Commencement Date”), by and between Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Tenant”) and Henry Venture, LLC, a Louisiana limited liability company (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as “Party” and are both referred to as the “Parties.”
FORM OF CONTRACTOR GUARANTEE (KBR)Contractor Guarantee • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This GUARANTY, dated as of January 10, 2023 (this “Guaranty”), is made by KBR, INC., a Delaware corporation (“Guarantor”), for the benefit of VENTURE GLOBAL PLAQUEMINES LNG, LLC, a Delaware limited liability company (the “Beneficiary”). The Guarantor and Beneficiary are referred to herein individually as a “Party” and collectively as the “Parties”.
CREDIT FACILITY AGREEMENT VENTURE GLOBAL CALCASIEU PASS, LLC, as Borrower, TRANSCAMERON PIPELINE, LLC, as Guarantor, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, THE ISSUING BANKS HERETO FROM TIME TO TIME, as Issuing Banks, and NATIXIS, NEW...Credit Facility Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
VENTURE GLOBAL CALCASIEU PASS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”),
LIMITED LIABILITY COMPANY AGREEMENT among CALCASIEU PASS HOLDINGS, LLC and THE MEMBERS NAMED HEREIN dated as of August 19, 2019Limited Liability Company Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Calcasieu Pass Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of August 19, 2019 by and among the Company, Calcasieu Pass Funding, LLC, a Delaware limited liability company (“Sponsor Member”), and Stonepeak Bayou Holdings LP, a Delaware limited partnership (“Investor”).
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Amendment”), entered into effective as of January 19, 2024 (the “Effective Date”), is entered into by and between VENTURE GLOBAL PLAQUEMINES LNG, LLC, a Delaware limited liability company (“Owner”), and KZJV LLC, a Texas limited liability company (“Contractor”).
LIMITED LIABILITY COMPANY AGREEMENT among CALCASIEU PASS FUNDING, LLC and THE MEMBERS NAMED HEREIN dated as of August 19, 2019Limited Liability Company Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Calcasieu Pass Funding, LLC, a Delaware limited liability company (the “Company”), is entered into as of August 19, 2019 by and among Venture Global Calcasieu Pass Holding, LLC, a Delaware limited liability company (“Sponsor”), and Stonepeak Bayou Holdings II LP, a Delaware limited partnership (“Investor”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Amendment”), entered into effective as of February 1, 2023 (the “Effective Date”), is entered into by and between VENTURE GLOBAL PLAQUEMINES LNG, LLC, a Delaware limited liability company (“Owner”), and KZJV LLC, a Texas limited liability company (“Contractor”).
FORM OF RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Virginia
This Restrictive Covenant Agreement (“Agreement”) dated [ ] (the “Effective Date”) is entered into between VENTURE GLOBAL LNG, INC. (the “Company”) and [ ] (the “Employee”) as of the Effective Date.
AMENDED AND RESTATED CREDIT FACILITY AGREEMENT VENTURE GLOBAL PLAQUEMINES LNG, LLC, as Borrower, VENTURE GLOBAL GATOR EXPRESS, LLC, as Guarantor, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, THE ISSUING BANKS HERETO FROM TIME TO TIME, as...Credit Facility Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT, dated as of March 13, 2023 (the “Credit Facility Agreement” or this “Agreement”), is made among:
STATE OF LOUISIANA PARISH OF CAMERON AMENDED AND RESTATED GROUND LEASE AGREEMENT (264 Acre )Ground Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This AMENDED AND RESTATED GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of June 20, 2019, by and between Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Tenant”) and Henry Venture, LLC, a Louisiana limited liability company (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as “Party” and are both referred to as the “Parties.”
Re: VGC Management Services AgreementManagement Services Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
Venture Global LNG, Inc. (“VGLNG”) (a) is developing through its subsidiary, Venture Global Calcasieu Pass, LLC, a liquefied natural gas (“LNG”) export project to be located directly on the Calcasieu Ship Channel south of Lake Charles, Louisiana, currently anticipated to consist of an approximately ten million tons per annum (nameplate capacity) liquefaction plant, a power plant, two 200,000 cubic meter (m3) LNG storage tanks, and an LNG berthing dock that would accommodate vessels up to 185,000 cubic meters (m3) in capacity (the “Calcasieu Pass Project”) and (b) is developing, through its subsidiaries, additional LNG export projects along the Gulf of Mexico (each a “Project” the collectively, the “Projects”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2023, among Venture Global Commodities, LLC, a Delaware limited liability company (the “Guarantor”), a subsidiary of Venture Global LNG, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), the Issuer and The Bank of New York Mellon Trust Company, N.A, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.
Execution Version COMMON TERMS AGREEMENT FOR THE LOANS among VENTURE GLOBAL CALCASIEU PASS, LLC, as Borrower, TRANSCAMERON PIPELINE, LLC, as Guarantor, NATIXIS, NEW YORK BRANCH, as the Credit Facility Agent on behalf of itself and the Credit Facility...Common Terms Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
VENTURE GLOBAL CALCASIEU PASS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”),
FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Indemnification Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 20__, by and between Venture Global, Inc., a Delaware corporation (the “Company”) and _________ (“Indemnitee”).
AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS among VENTURE GLOBAL PLAQUEMINES LNG, LLC, as Borrower, VENTURE GLOBAL GATOR EXPRESS, LLC, as Guarantor, NATIXIS, NEW YORK BRANCH, as the Credit Facility Agent on behalf of itself and the...Common Terms Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS, dated as of March 13, 2023 (the “Common Terms Agreement” or this “Agreement”), is made among:
GROUND LEASE AGREEMENT (136 Acres)Ground Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of October 12, 2023 (the “Ground Lease Commencement Date”), by and between Venture Global CP2 LNG, LLC,, a Delaware limited liability company (the “Tenant”), and Ardoin Henry, LLC, a Louisiana limited liability company (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as “Party” and are both referred to as the “Parties.”
STATE OF LOUISIANA PARISH OF PLAQUEMINES GROUND LEASE AGREEMENTGround Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This GROUND LEASE AGREEMENT (this “Ground Lease”) is effective as of January 19, 2022 (the “Ground Lease Commencement Date”), by and between PLAQUEMINES LAND VENTURES, LLC, a Delaware limited liability company (the “Tenant”) and THE PLAQUEMINES PORT HARBOR AND TERMINAL DISTRICT, a political subdivision of the State of Louisiana (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as a “Party” and are both referred to as the “Parties.”
FOURTH AMENDED AND RESTATED LETTER OF AGREEMENTLetter of Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
April 20, 2015Management Services Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
Venture Global LNG, Inc. (f/k/a Venture Global LNG, LLC) (the “Company”) (a) is developing through its subsidiary, Venture Global Calcasieu Pass, LLC, a liquefied natural gas (“LNG”) export project to be located directly on the Calcasieu Ship Channel south of Lake Charles, Louisiana, currently anticipated to consist of an approximately ten million tons per annum liquefaction plant, a power plant, two 200,000 cubic meter (m3) LNG storage tanks, and an LNG berthing dock that would accommodate vessels up to 185,000 cubic meters (m3) in capacity and (b) is anticipating developing, through its subsidiaries, additional LNG export projects along the Gulf of Mexico (each a “Project” the collectively, the “Projects”).
STATE OF LOUISIANA PARISH OF CAMERON GROUND LEASE AGREEMENT (112 Acres)Ground Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of October 24, 2023 (the “Ground Lease Commencement Date”), by and between Venture Global CP2 LNG, LLC, a Delaware limited liability company (the “Tenant”), and Cameron Parish Port, Harbor and Terminal District, acting by and through the Cameron Parish Port Commission, a political subdivision of the State of Louisiana (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as “Party” and are both referred to as the “Parties.”
STATE OF LOUISIANA PARISH OF CAMERON AMENDED AND RESTATED GROUND LEASE AGREEMENT (840 Acres)Ground Lease Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This AMENDED AND RESTATED GROUND LEASE AGREEMENT (this “CLV Ground Lease”) is executed and effective as of September 19, 2023 (the “CLV Ground Lease Commencement Date”), by and between Cameron Land Ventures, LLC, a Delaware limited liability company (the “Tenant”) and J.A. Davis Properties, LLC, a Louisiana limited liability company (the “Landlord”). Each of the Tenant and the Landlord is referred to in this Ground Lease as a “Party” and are both referred to as the “Parties.”
PURCHASE ORDER CONTRACT FOR THE SALE OF LIQUEFACTION TRAIN SYSTEMPurchase Order Contract • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • August 8th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Amendment”), entered into effective, except as otherwise noted, as of September 26, 2023 (the “Effective Date”), is entered into by and between VENTURE GLOBAL PLAQUEMINES LNG, LLC, a Delaware limited liability company (“Owner”), and KZJV LLC, a Texas limited liability company (“Contractor”).
AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS FUNDING, LLCLimited Liability Company Agreement • September 30th, 2024 • Venture Global, Inc. • Natural gas distribution
This AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Funding, LLC, a Delaware limited liability company (the “Company”), is entered into as of July 30, 2022 by and among the Company, Venture Global Calcasieu Pass Holding, LLC, a Delaware limited liability company (“Sponsor”), and Stonepeak Bayou Holdings II LP, a Delaware limited partnership (“Investor”). All capitalized terms used but not defined herein shall have the meanings specified in the LLCA (as defined below).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 28, 2023, among Venture Global Commodities, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Venture Global LNG, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), the Issuer and The Bank of New York Mellon Trust Company, N.A, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.
AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS FUNDING, LLCLimited Liability Company Agreement • September 30th, 2024 • Venture Global, Inc. • Natural gas distribution
This AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Funding, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 27, 2021 by and among the Company, Venture Global Calcasieu Pass Holding, LLC, a Delaware limited liability company (“Sponsor”), and Stonepeak Bayou Holdings II LP, a Delaware limited partnership (“Investor”). All capitalized terms used but not defined herein shall have the meanings specified in the LLCA (as defined below).
CONSENT AND AMENDMENT TO CREDIT FACILITY AGREEMENTCredit Facility Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This CONSENT AND AMENDMENT TO CREDIT FACILITY AGREEMENT (this “Consent and Amendment”), dated as of September 30, 2021, is in respect of the Credit Facility Agreement, dated as of August 19, 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Facility Agreement”), by and among Venture Global Calcasieu Pass, LLC (the “Borrower”), TransCameron Pipeline, LLC (the “Guarantor”, and together with the Borrower, the “Obligors”), the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, Natixis, New York Branch, as the Credit Facility Agent (in such capacity, the “Credit Facility Agent”), and solely for purposes of Section 3.06 thereof, Mizuho Bank (USA), as Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Facility Agreement, or if not defined therein, the Common Terms Agreement, dat
AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS FUNDING, LLCLimited Liability Company Agreement • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
This AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Funding, LLC, a Delaware limited liability company (the “Company”), is entered into as of July 30, 2022 by and among the Company, Venture Global Calcasieu Pass Holding, LLC, a Delaware limited liability company (“Sponsor”), and Stonepeak Bayou Holdings II LP, a Delaware limited partnership (“Investor”). All capitalized terms used but not defined herein shall have the meanings specified in the LLCA (as defined below).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2024 • Venture Global, Inc. • Natural gas distribution
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 8, 2023, between Venture Global LNG, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.
