CONSENT AND AMENDMENT TO THE COMMON TERMS AGREEMENT AND THE CREDIT FACILITY AGREEMENT

Exhibit 10.74

Execution Version

CONSENT AND AMENDMENT TO THE COMMON TERMS AGREEMENT AND THE

CREDIT FACILITY AGREEMENT

This CONSENT AND AMENDMENT TO THE COMMON TERMS AGREEMENT AND THE CREDIT FACILITY AGREEMENT (this “Consent and Amendment”), dated as of December 28, 2020, is in respect of (a) the Common Terms Agreement, dated as of August 19, 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Borrower”), TransCameron Pipeline, LLC (the “Guarantor”), Natixis, New York Branch, as the Credit Facility Agent on behalf of itself and the Credit Facility Lender Parties (in such capacity, the “Credit Facility Agent”), each other Facility Agent that is Party thereto from time to time on behalf of itself and the Facility Lenders under its Facility Agreement, and Mizuho Bank, Ltd., as the Intercreditor Agent for the Facility Lenders (in such capacity, the “Intercreditor Agent”) and (b) 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 the Borrower, the Guarantor, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, 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 Common Terms Agreement, or if not defined therein, the Credit Facility Agreement. For all purposes of this Consent and Amendment, except as otherwise expressly provided, the rules of interpretation set forth in Section 1.2 of Schedule A (Common Definitions and Rules of Interpretation) of the Common Terms Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.

WHEREAS, pursuant to Section 12.27(a) of the Common Terms Agreement, the Borrower shall comply in all material respects with Schedule K (Gas Sourcing Plan) of the Common Terms Agreement;

WHEREAS, Schedule K (Gas Sourcing Plan) of the Common Terms Agreement requires the Borrower, prior to December 31, 2020, to have entered into arrangements for at least 1,000,000 MMBtu/d of firm natural gas supply for a minimum term of three years;

WHEREAS, the Borrower does not expect to meet the foregoing requirement prior to December 31, 2020;

WHEREAS, pursuant to Section 12.27(a)(ii) of the Common Terms Agreement, Schedule K (Gas Sourcing Plan) of the Common Terms Agreement may be updated from time to time by mutual agreement of the Borrower and the Intercreditor Agent (acting on the instruction of the Requisite Intercreditor Parties, whose consent to updates of such gas sourcing plan shall not be unreasonably withheld, conditioned or delayed if determined to be reasonable by the Market Consultant and/or Independent Engineer, as appropriate);

WHEREAS, the Independent Engineer has determined it to be reasonable to update Schedule K (Gas Sourcing Plan) to the Common Terms Agreement to extend the deadline of December 31, 2020 to have entered into arrangements for at least 1,000,000 MMBtu/d of firm natural gas supply for a minimum term of three years to September 30, 2021 (such extension, the “Gas Sourcing Plan Extension”); and

WHEREAS, in connection with the foregoing, the Borrower has requested that the Credit Facility Agent, the Intercreditor Agent and the Credit Facility Lenders constituting the Required Lenders under the Credit Facility Agreement (collectively, the “ Lenders” and each individually, a “Lender”) consent and agree, and the Credit Facility Agent, the Intercreditor Agent and the Lenders are willing to consent and agree, to amend Schedule K (Gas Sourcing Plan) to the Commons Terms Agreement to reflect the Gas Sourcing Plan Extension on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Consent and Amendment. Upon the effectiveness of this Consent and Amendment in accordance with Section 2 below, (i) each of the Lenders party hereto, the Credit Facility Agent (at the direction of Required Lenders) and the Intercreditor Agent hereby consent and agree to amend Schedule K (Gas Sourcing Plan) of the Common Terms Agreement to reflect the Gas Sourcing Plan Extension and (ii) Schedule K (Gas Sourcing Plan) of the Common Terms Agreement shall be deemed amended by replacing the reference to “December 31, 2020” therein with “September 30, 2021”.

Section 2. Effectiveness. This Consent and Amendment shall become effective as of the date hereof only upon delivery of executed counterparts of this Consent and Amendment by each of (a) the Borrower, (b) the Guarantor, (c) the Intercreditor Agent, (d) the Credit Facility Agent (who constitutes the Requisite Intercreditor Parties (as defined in the Intercreditor Agreement)), and (e) Lenders constituting the Required Lenders under the Credit Facility Agreement.

Section 3. Representations and Warranties. Each of the Obligors hereby represents and warrants to the Lenders, Credit Facility Agent and Intercreditor Agent that:

3.1 upon the effectiveness of the consent and amendment set forth in Section 1, no Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing or will result from the consummation of the transactions contemplated by this Consent and Amendment; and

3.2 upon the effectiveness of the consent and amendment set forth in Section 1, each of the representations and warranties of the Obligors in the Common Terms Agreement, the Credit Facility Agreement and the other Finance Documents is true and correct in all material respects except (A) for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects, on and as of the date hereof (or, if stated to have been made solely as of an earlier date, as of such earlier date) and (B) for the representations and warranties set forth in Section 5.1 (Initial Representations and Warranties of the Obligors) of the Common Terms Agreement, which are made only on the Closing Date.

Section 4. Financing Document. This Consent and Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement.

Section 5. Governing Law. THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

Section 6. Headings. All headings in this Consent and Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 7. Binding Nature and Benefit; Amendment. This Consent and Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Consent and Amendment may not be amended or modified except pursuant to a written instrument signed by all parties hereto.

Section 8. Counterparts. This Consent and Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent and Amendment by facsimile or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Consent and Amendment.

Section 9. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Terms Agreement, the Credit Facility Agreement and the other Finance Documents shall continue unchanged and shall remain in full force and effect. This Consent and Amendment shall apply solely in the specific instances and for the specific purposes expressly set forth herein and shall not be deemed or construed as a waiver of any other matters or to prejudice any rights which any of the Secured Parties may now have or may have in the future under or in connection with the Finance Documents or any of the instruments or documents referred to therein, nor shall this Consent and Amendment apply to any other matters.

Section 10. Direction to Credit Facility Agent and Intercreditor Agent.

10.1 by their signature below, each of the undersigned Credit Facility Lenders instructs the Credit Facility Agent to (i) execute this Consent and Amendment and (ii) direct the Intercreditor Agent to execute this Consent and Amendment; and

10.2 based on the instructions above, the Credit Facility Agent, constituting the Requisite Intercreditor Parties (as defined in the Intercreditor Agreement), hereby directs the Intercreditor Agent to execute this Consent and Amendment.

[Remainder of the page left intentionally blank.]

IN WITNESS WHEREOF, the Parties have caused this Consent and Amendment to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

VENTURE GLOBAL CALCASIEU PASS, LLC, as the Borrower
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: General Counsel
TRANSCAMERON PIPELINE, LLC, as the Guarantor
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: General Counsel
Acknowledged and agreed as of the first date set forth above.
NATIXIS, NEW YORK BRANCH, as Credit Facility Agent
By:		/s/ Xxxx Xxxx     /s/ Xxxxxxx Xx Xxxx
Name: Xxxx Xxxx    Name: Xxxxxxx Xx Xxxx
Title: Director     Title: Executive Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
MIZUHO BANK, LTD., as Intercreditor Agent
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
MIZUHO BANK, LTD. as Lender
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
XXXXXXX XXXXX BANK USA, as Lender
By:		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
WOORI GLOBAL INFRASTRUCTURE SYNERGY-UP FUND, as Lender
By:		/s/ Xxxxx Won Xxxx
Name: Xxxxx Won Xxxx
Title: Manager

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Aozora Bank, Ltd. as Lender
By:		/s/ Xxxxxxx Xxxxxxxx
Name:Xxxxxxx Xxxxxxxx
Title: Senior Vice President and Group Head, Project Finance Group

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Bank Gospodarstwa Krajowego, as Lender
By:		/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
By:		/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Bank of America, N.A., as Lender
By:		/s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
CIT Bank, N.A., as Lender
By:		/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
FirstBank Puerto Rico d/b/a FirstBank Florida, as Lender
By:		/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: SVP, Corporate Banking

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
ING Capital LLC, as Lender
By:		/s/ Xxxxx xxx xxx Xxxxx
Name: Xxxxx xxx xxx Xxxxx
Title: Director
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
JPMORGAN CHASE BANK N.A., as Lender
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Executive Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Landesbank Baden-Württemberg New York Branch, as Lender
By:		/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Legal Counsel
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Xxxxxx Xxxxxxx Senior Funding, Inc., as Lender
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
NOMURA CORPORATE FUNDING AMERICAS, LLC, as Lender
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Royal Bank of Canada, as Lender
By:		/s/ Xxxxx X. York
Name: Xxxxx X. York
Title: Authorized Signatory

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
BANCO DE SABADELL, S.A., MIAMI BRANCH, as Lender
By:		/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Head of Structured Finance Americas

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Banco Santander, S.A., New York Branch, as Lender
By:		/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Managing Director
By:		/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
LANDESBANK HESSEN-THUERINGEN GIROZENTRALE, NEW YORK BRANCH, as Lender
By:		/s/ Xxxxx X Xxxxx
Name: Xxxxx X Xxxxx
Title: Senior Vice President Credit Risk Management Corporate Finance New York
By:		/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
CaixaBank, as Lender
By:		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director/PoA
By:		/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director /PoA

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
NATWEST PENSION TRUSTEE LIMITED AS TRUSTEE FOR NATWEST GROUP PENSION FUND (AA SECTION), as Lender
By:		/s/ Xxxx Xxxx
Name: Xxxx Show
Title: Attorney
By:		/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Attorney

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
NATWEST PENSION TRUSTEE LIMITED AS TRUSTEE FOR NATWEST GROUP PENSION FUND (MAIN FUND SECTION), as Lender
By:		/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Attorney
By:		/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Attorney

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
KFW IPEX-BANK GMBH, as Lender
By:		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director
By:		/s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Sumitomo Mitsui Banking Corporation, as Lender
By:		/s/ Takahiro Date
Name: Takahiro Date
Title: Managing Director

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
SPT Infrastructure Finance Sub-4, LLC, as Lender
By:		/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory

SIGNATURE PAGE TO CONSENT AND AMENDMENT

Acknowledged and agreed as of the first date set forth above.
Industrial and Commercial Bank of China Limited, New York Branch, as Lender
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
By:		/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Head of Project Finance

SIGNATURE PAGE TO CONSENT AND AMENDMENT