VENTURE GLOBAL CALCASIEU PASS, LLC, as Issuer, and TRANSCAMERON PIPELINE, LLC, as the Guarantor, SECOND SUPPLEMENTAL INDENTURE Dated as of January 13, 2023 TO THE INDENTURE Dated as of August 5, 2021 The Bank of New York Mellon Trust Company, N.A., as...

VENTURE GLOBAL CALCASIEU PASS, LLC, as Issuer, and TRANSCAMERON PIPELINE, LLC, as the Guarantor, SECOND SUPPLEMENTAL INDENTURE Dated as of January 13, 2023 TO THE INDENTURE Dated as of August 5, 2021 The Bank of New York Mellon Trust Company, N.A., as...

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Exhibit 10.85

Certain identified information has been omitted from this document because (i) it is not material and is the type that the Company customarily and actually treats as private or confidential, and/or (ii) if disclosure would constitute a clearly unwarranted invasion of personal privacy and has been marked with “[***]” to indicate where omissions have been made.

Execution Version

VENTURE GLOBAL CALCASIEU PASS, LLC,

as Issuer,

and

TRANSCAMERON PIPELINE, LLC,

as the Guarantor,

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 13, 2023

TO THE INDENTURE

Dated as of August 5, 2021

The Bank of New York Mellon Trust Company, N.A.,

as Trustee

TABLE OF CONTENTS


		Page
ARTICLE 1 INTERPRETATION			2

Section 1.01	To Be Read With the Base Indenture		2
Section 1.02	Capitalized Terms		2

ARTICLE 2 ADDITIONAL NOTES			2

Section 2.01	The Additional Notes		2
Section 2.02	Maturity Date, Notes Issue Date, Indenture Payment Date, Interest Payment Date		3
Section 2.03	Form; Payment of Interest		3
Section 2.04	Execution and Authentication of the 2030 Notes		3

ARTICLE 3 REDEMPTION; AMENDMENTS TO THE INDENTURE			3

Section 3.01	Redemption		3
Section 3.02	Changes to the Base Indenture		5

ARTICLE 4 SECURITY DOCUMENTS			6

Section 4.01	Security Documents		6

ARTICLE 5 MISCELLANEOUS			7

Section 5.01	Ratification of the Indenture		7
Section 5.02	Corresponding Amendments		7
Section 5.03	Governing Law		7
Section 5.04	Counterpart Originals		7
Section 5.05	Table of Contents, Headings, etc.		7
Section 5.06	The Trustee		8

EXHIBITS


Exhibit A-1		FORM OF NOTE
Exhibit A-2		FORM OF REGULATION S TEMPORARY GLOBAL NOTE

SECOND SUPPLEMENTAL INDENTURE dated as of January 13, 2023 (the “Second Supplemental Indenture”) between Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Company”), TransCameron Pipeline, LLC (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Company, the Guarantor and the Trustee previously have entered into an indenture, dated as of August 5, 2021 (the “Base Indenture”, as supplemented by the First Supplemental Indenture, dated as of November 22, 2021 (the “First Supplemental Indenture”), this Second Supplemental Indenture, and any further amendments or supplements thereto, the “Indenture”), providing for the issuance of 3.875% Senior Secured Notes due 2029, 4.125% Senior Secured Notes due 2031 and 3.875% Senior Secured Notes due 2033 (collectively, the “Existing Notes”);

WHEREAS, pursuant to Section 9.01(12) of the Base Indenture, the Company, the Guarantor and the Trustee may, without the consent of Holders of the outstanding Existing Notes, enter into one or more indentures supplemental to the Base Indenture to provide for the issuance of Additional Notes in accordance with Section 2.01(d) and Exhibit F thereof;

WHEREAS, pursuant to Section 9.01(1) of the Base Indenture, the Company, the Guarantor and the Trustee may, without the consent of Holders of the outstanding Existing Notes, cure any ambiguity, omission, mistake, defect or inconsistency;

WHEREAS, pursuant to Section 9.01(14) of the Base Indenture, the Company, the Guarantor and the Trustee may, without the consent of Holders of the outstanding Existing Notes, change or modify any provision or definition from the CSAA, included or referred to in the Base Indenture, the Note Guarantees or the Notes, as applicable, to the extent such provision or definition is changed or modified in the CSAA either (I) pursuant to Section 9.03 of the Base Indenture or (II) as otherwise permitted under the CSAA;

WHEREAS, the Base Indenture provides that Additional Notes may be issued as provided in Exhibit F thereof, including that the terms and conditions of any Additional Notes shall be established in one or more Supplemental Indentures approved pursuant to a Board Resolution;

WHEREAS, pursuant to a Board Resolution dated as of January 9, 2023, the Company has authorized the issuance of Additional Notes of $1,000,000,000 aggregate principal amount of its 6.250% Senior Secured Notes due 2030 (the “2030 Notes”);

WHEREAS, pursuant to Section 2.01(d) of the Base Indenture and Exhibit F thereof, the Company wishes to provide for the issuance of the 2030 Notes, the form, terms and conditions thereof to be set forth as provided in this Second Supplemental Indenture;

WHEREAS, pursuant to Section 9.01(1) of the Base Indenture, the Company wishes to amend or modify certain definitions in the Base Indenture to cure certain ambiguities;

WHEREAS, pursuant to Section 9.01(14) of the Base Indenture, the Company wishes to amend and modify certain definitions from the CSAA, included or referred to in the Base Indenture as such definitions have been changed or modified in the CSAA;

WHEREAS, the Company has requested that the Trustee join in the execution of this Second Supplemental Indenture and has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel pursuant to Sections 7.02, 9.01, 9.07, 13.04 and 13.05 of the Base Indenture; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the parties and a valid supplement to the Base Indenture have been done.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company, the Guarantor and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows:

ARTICLE 1

INTERPRETATION

Section 1.01 To Be Read With the Base Indenture.

This Second Supplemental Indenture is supplemental to the Base Indenture, and the Base Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, with respect to the 2030 Notes as if all the provisions of the Base Indenture, the First Supplemental Indenture and this Second Supplemental Indenture were contained in one instrument.

Section 1.02 Capitalized Terms.

All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture.

ARTICLE 2

ADDITIONAL NOTES

Section 2.01 The Additional Notes

(a) Pursuant to Section 2.01(d) and Exhibit F of the Base Indenture, the Company hereby creates and issues a series of Notes designated as “6.250% Senior Secured Notes due 2030,” initially limited in aggregate principal amount to $1,000,000,000; provided that the Company may, at any time and from time to time, create and issue additional 2030 Notes in an unlimited principal amount which will be part of the same series as the 2030 Notes and which will have the same terms (except for the issue date, issue price and, in some cases, the first Interest Payment Date) as the 2030 Notes. The 2030 Notes will have the same terms as the Existing Notes other than as provided in this Second Supplemental Indenture. All 2030 Notes issued under the Indenture will, once issued, be considered Notes for all purposes thereunder and will be subject to and take the benefit of all the terms, conditions and provisions of the Indenture.

(b) The authorized minimum denominations of 2030 Notes shall be $2,000 or integral multiples of $1,000 in excess thereof.

Section 2.02 Maturity Date, Notes Issue Date, Indenture Payment Date, Interest Payment Date

The maturity date of the 2030 Notes is January 15, 2030. The Notes Issue Date of the 2030 Notes is January 13, 2023. The Indenture Payment Date of the 2030 Notes means payments dates of January 15 and July 15. The Interest Payment Date of the 2030 Notes means payment dates of January 15 and July 15 of each year, commencing on July 15, 2023, or if any such day is not a Business Day, the next succeeding Business Day.

Section 2.03 Form; Payment of Interest

(a) With respect to the 2030 Notes, the Notes shall be substantially in the form set forth on Exhibit A-1 or Exhibit A-2 to this Second Supplemental Indenture, which is hereby incorporated into this Second Supplemental Indenture. The 2030 Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of the Depositary, or its nominee who is hereby designated as “Depositary” under the Base Indenture.

(b) The Company will pay interest on the 2030 Notes semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the 2030 Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 13, 2023. The first Interest Payment Date with respect to the 2030 Notes shall be July 15, 2023.

Section 2.04 Execution and Authentication of the 2030 Notes

As provided in and pursuant to Section 2.02 of the Base Indenture, the Trustee shall, pursuant to an Authentication Order, authenticate the 2030 Notes.

ARTICLE 3

REDEMPTION; AMENDMENTS TO THE INDENTURE

Section 3.01 Redemption.

The following redemption provisions shall apply to the 2030 Notes:

Optional Redemption.

At any time or from time to time prior to October 15, 2029 (three months prior to the maturity of the 2030 Notes) (the “2030 Call Date”), the Company may, at its option, redeem all or a part of the 2030 Notes at a redemption price equal to the 2030 Make-Whole Price plus accrued and unpaid interest on such 2030 Notes, if any, up to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date, without duplication).

“2030 Make-Whole Price” with respect to any 2030 Notes to be redeemed, means an amount equal to the greater of:

(1)

100% of the principal amount of such 2030 Notes, without any premium, penalty or charge; and

(2)

an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest from the redemption date to the 2030 Call Date (assuming the principal amount is scheduled to be paid on the 2030 Call Date and not including any portion of such payments of interest accrued and paid on the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points.

At any time on or after the 2030 Call Date, the Company may, at its option, redeem all or a part of the 2030 Notes, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest up to but excluding the redemption date, without any premium, penalty or charge (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date, without duplication).

The notice of redemption with respect to the foregoing redemption need not set forth the 2030 Make-Whole Price, but only the manner of calculation thereof. The Company will determine the redemption price (including any 2030 Make-Whole Price) and will notify the Trustee of the redemption price (including any 2030 Make-Whole Price) with respect to any redemption promptly, and the Trustee shall not be responsible for such calculation or determination.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of the earlier of (a) such redemption date or (b) the date on which obligations under the indenture are defeased or satisfied and discharged, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Selected Interest Rates (Daily) H.15 which has become publicly available at least two Business Days (but not more than five Business Days) prior to such date (or, if such release is not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from such date to the 2030 Call Date on which the principal of the 2030 Notes being redeemed will be paid in full; provided, however, that if the period from such date to the 2030 Call Date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date to the 2030 Call Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.”

In the event the Company elects to redeem the 2030 Notes as provided above, any such redemption shall comply with Sections 3.01 through Section 3.06 of the Base Indenture.

Section 3.02 Changes to the Base Indenture.

(a) Pursuant to Section 9.01(14) of the Base Indenture, the Company, the Guarantor and the Trustee agree (in the case of the Trustee, acting upon the request of the Company accompanied by a resolution of its Board of Directors and in reliance upon an Officer’s Certificate and an Opinion of Counsel dated the date hereof), the following definitions in Section 1.01 of the Base Indenture (which are definitions from the CSAA that have been modified pursuant to the terms of the CSAA) shall be modified and replaced to be consistent with such definition in the CSAA by the following new definitions:

“Date Certain” means September 27, 2023 provided that if, on or prior to September 27, 2023, the Borrower certifies to the Intercreditor Agent (and the Independent Engineer reasonably concurs with such certification in writing) that (i) the only remaining condition to the Project Completion Date as of the date of delivery of such certification, other than conditions that can only be satisfied on the Project Completion Date, is the condition specified in Section 14.1(c)(iii) (Conditions to Occurrence of the Project Completion Date – Physical Completion Certificate) of the CSAA and (ii) the Lenders’ Reliability Test has commenced in accordance with the procedures specified in Section 12.11 (Witnessing Performance Tests and Lenders’ Reliability Tests; Settlement of Liquidated Damages) of the CSAA and is reasonably expected to be completed on or prior to December 27, 2023, then for all purposes under this Indenture the “Date Certain” means December 27, 2023.

“Term Loan Availability Period” means the period commencing (solely with respect to the initial advance under the Credit Facility Agreement) on the Credit Facilities Closing Date and (with respect to all other advances of Term Loans) following the utilization in full of both the Closing Date Equity Funding and the initial advance under the Credit Facility Agreement, and ending on the earliest of:

(a) March 31, 2023;

(b) the Project Completion Date;

(c) the date the Term Loan Commitments are fully utilized or of any cancellation or termination of all of the remaining Term Loan Commitments pursuant the Common Terms Agreement; and

(d) the date the Required Lenders terminate their commitments under the Credit Facility Agreement upon the occurrence and during the Continuance of a Loan Facility Event of Default.

(b) Pursuant to Section 9.01(1) of the Base Indenture, the Company, the Guarantor and the Trustee agree (in the case of the Trustee, acting upon the request of the Company accompanied by a resolution of its Board of Directors and in reliance upon an Officer’s Certificate and an Opinion of Counsel dated the date hereof), the following definitions in Section 1.01 of the Base Indenture shall be modified and replaced to cure any ambiguity by the following new definitions:

“Indenture Payment Date” for the applicable series of Notes issued under this Indenture shall have the meaning specified in this Indenture with respect to the initial series of notes issued under this Indenture and for each other applicable series, the meaning specified in the applicable supplemental indenture pertaining to such series.

“Interest Payment Date” for the applicable series of Notes issued under this Indenture shall have the meaning specified in this Indenture with respect to the initial series of notes issued under this Indenture and for each other applicable series, the meaning specified in the applicable supplemental indenture pertaining to such series, or if any such day is not a Business Day, the next succeeding Business Day.

“Notes Issue Date” for the applicable series of Notes issued under this Indenture shall have the meaning specified in this Indenture with respect to the initial series of notes issued under this Indenture and for each other applicable series, the meaning specified in the applicable supplemental indenture pertaining to such series.

ARTICLE 4

SECURITY DOCUMENTS

Section 4.01 Security Documents.

(a) The 2030 Notes, upon issuance and the execution and delivery of the Accession Agreement, will be Senior Debt for purposes of the CSAA and the Security Documents. The Trustee shall be the Senior Creditor Group Representative for the 2030 Notes. The Holders of the 2030 Notes shall be Senior Noteholders.

(b) Upon the execution and delivery of the Second Amended and Restated Senior Creditor Group Representative Accession Agreement (which document shall be substantially in the form attached as Schedule D-1 to the CSAA (the “A&R Accession Agreement”)), each Holder of the 2030 Notes, by its acceptance of the 2030 Notes, instructs and directs the Trustee to execute and deliver the A&R Accession Agreement, to which the Trustee and the Collateral Agent will be a party on the date hereof, the 2030 Notes will constitute Additional Senior Debt (as defined in the A&R Accession Agreement) and Senior Debt Obligations that is pari passu with all other Senior Debt Obligations and will be secured by the Collateral equally and ratably with all the other Senior Debt Obligations.

(c) Each Holder of the 2030 Notes appoints the Trustee as Senior Creditor Group Representative of the Holders hereunder for purposes of the A&R Accession Agreement and each Finance Document to which the Trustee is party on behalf of such Holders.

ARTICLE 5

MISCELLANEOUS

Section 5.01 Ratification of the Indenture.

This Second Supplemental Indenture is a supplement to the Base Indenture. The Base Indenture as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture is in all respects ratified and confirmed, and the Base Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall together constitute one and the same instrument.

Section 5.02 Corresponding Amendments.

With effect on and from the date hereof, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Second Supplemental Indenture. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, as amended by this Second Supplemental Indenture, the terms of the Indenture, as amended by this Second Supplemental Indenture, shall govern and be controlling.

Section 5.03 Governing Law.

THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE, THE 2030 NOTES AND ANY NOTE GUARANTEES RELATED TO THE 2030 NOTES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 5.04 Counterpart Originals.

The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes. Delivery of an executed Second Supplemental Indenture by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law), including DocuSign, or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 5.05 Table of Contents, Headings, etc.

The Table of Contents and Headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof and will not affect the construction hereof.

Section 5.06 The Trustee.

The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. The Trustee shall not be accountable for the use or application by the Company of the 2030 Notes or the proceeds thereof.

The Trustee accepts the amendments of the Indenture effected by this Second Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. For the avoidance of doubt, the Trustee, by executing this Second Supplemental Indenture in accordance with the terms of the Indenture, does not agree to undertake additional actions nor does it consent to any transaction beyond what is expressly set forth in this Second Supplemental Indenture, and the Trustee reserves all rights and remedies under the Indenture.

[Signatures on following page]

SIGNATURES

Dated as of January 13, 2023


VENTURE GLOBAL CALCASIEU PASS, LLC

By:		/s/ Xxxx Xxxxxxxx


Name:		Xxxx Xxxxxxxx
Title:		Treasurer

TRANSCAMERON PIPELINE, LLC

By:		/s/ Xxxx Xxxxxxxx


Name:		Xxxx Xxxxxxxx
Title:		Treasurer

THE BANK OF NEW YORK MELLON, TRUST COMPANY, N.A., as Trustee

By:		/s/ Xxx X. Xxxxxxx


Name:		Xxx X. Xxxxxxx
Title:		Vice President

[Signature page to Second Supplemental Indenture]

EXHIBIT A-1

[Face of Note]

CUSIP: 92328M AE3

ISIN: US92328MAE30

6.250% Senior Secured Notes due 2030


No.		$

VENTURE GLOBAL CALCASIEU PASS, LLC

promises to pay to or registered assigns, the principal sum of DOLLARS on January 15, 2030.

Interest Payment Dates: January 15 and July 15, commencing July 15, 2023

Record Dates: January 1 and July 1

Dated: January 13, 2023


VENTURE GLOBAL CALCASIEU PASS, LLC

By:
Name:
Title:


This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
		Authorized Signatory

[Back of Note]

6.250% Senior Secured Notes due 2030

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal amount of this Note at 6.250% per annum from January 13, 2023 until maturity. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Unmatured Event of Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be July 15, 2023. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 0.50% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate equal to 0.50% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Paying Agent or Registrar maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the Notes under an Indenture dated as of August 5, 2021, as supplemented by a first supplement indenture dated November 22, 2021 and a second supplemental indenture dated as of January 13, 2023 (the “Indenture”) among the Company, the Guarantor and the Trustee. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Company. The Notes are secured by a pledge of Collateral (as defined in the Indenture) pursuant to the Security Documents referred to in the Indenture. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

At any time or from time to time prior to October 15, 2029 (three months prior to the maturity of the 2030 Notes) (the “2030 Call Date”), the Company may, at its option, redeem all or a part of the 2030 Notes at a redemption price equal to the 2030 Make-Whole Price plus accrued and unpaid interest on such 2030 Notes, if any, up to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date, without duplication).

“2030 Make-Whole Price” with respect to any 2030 Notes to be redeemed, means an amount equal to the greater of:

(1) 100% of the principal amount of such 2030 Notes, without any premium, penalty or charge; and

(2) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest from the redemption date to the 2030 Call Date (assuming the principal amount is scheduled to be paid on the 2030 Call Date and not including any portion of such payments of interest accrued and paid on the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 50 basis points.

(6) MANDATORY REDEMPTION.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

(a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) of payment (a “Change of Control Payment”) to each Holder to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest if any, to the date of repurchase (the “Change of Control Payment Date,” which date will be no earlier than the date of the corresponding Change of Control). No later than 30 days following any Change of Control, the Company will deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) The Company will be required to make an Asset Sale Offer, Excess Loss Proceeds Offer, PLD Excess Proceeds Offer or the LNG SPA Mandatory Offer to the extent provided in Sections 4.12, 4.19, 4.20 and 4.21, respectively, of the Indenture.

(8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(12) NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, member, partner, Affiliate or stockholder of the Company or any Guarantor (in each case other than the Company and the Guarantors) or the Sponsor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, the Security Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(13) AUTHENTICATION. This Note will not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.

(14) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(15) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(16) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Venture Global Calcasieu Pass, LLC

c/o Venture Global LNG, Inc.

1000 00xx Xxxxxx Xxxxx, Xxxxx 0000

Arlington, VA 22209

Facsimile No.: [***]

Attention: Treasurer

ASSIGNMENT FORM


To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)








(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 of the Indenture, check the appropriate box below:

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 of the Indenture, state the amount you elect to have purchased:

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No:

Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of

Exchange

Amount of

decrease in

Principal

Amount [at

maturity] of

this Global

Note

Amount of

increase in

Principal

Amount [at

maturity] of

this

Global Note

Principal

Amount [at

maturity] of

this Global

Note following

such decrease

(or increase)

Signature of

authorized

officer of

Trustee or

Custodian

EXHIBIT A-2

[Face of Regulation S Temporary Global Note]

CUSIP: U9220M AD5

ISIN: USU9220MAD57

6.250% Senior Secured Notes due 2030


No.		$

VENTURE GLOBAL CALCASIEU PASS, LLC

promises to pay to or registered assigns, the principal sum of DOLLARS on January 15, 2030.

Interest Payment Dates: January 15 and July 15, commencing July 15, 2023

Record Dates: January 1 and July 1

Dated: January 13, 2023


VENTURE GLOBAL CALCASIEU PASS, LLC

By:
Name:
Title:


This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Back of Regulation S Temporary Global Note]

6.250% Senior Secured Notes due 2030

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF VENTURE GLOBAL CALCASIEU PASS, LLC THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY

STATE OF THE UNITED STATES AND ONLY (A) TO VENTURE GLOBAL CALCASIEU PASS, LLC, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSES (C), (D) OR (E) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (F) ABOVE, VENTURE GLOBAL CALCASIEU PASS, LLC RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal amount of this Note at 6.250% per annum from January 13, 2023 until maturity. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Unmatured Event of Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be July 15, 2023. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 0.50% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate equal to 0.50% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Paying Agent or Registrar maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(5) OPTIONAL REDEMPTION.

At any time or from time to time prior to October 15, 2029 (three months prior to the maturity of the 2030 Notes) (the “2030 Call Date”), the Company may, at its option, redeem all or a part of the 2030 Notes at a redemption price equal to the 2030 Make-Whole Price plus accrued and unpaid interest on such Notes, if any, up to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date, without duplication).

“2030 Make-Whole Price” with respect to any 2030 Notes to be redeemed, means an amount equal to the greater of:

(1) 100% of the principal amount of such 2030 Notes, without any premium, penalty or charge; and

(6) MANDATORY REDEMPTION.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(13) AUTHENTICATION. This Note will not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.

(16) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Venture Global Calcasieu Pass, LLC

c/o Venture Global LNG, Inc.

1001 19th Street North, Suite 1500

Arlington, VA 22209

Facsimile No.: [***]

Attention: Treasurer

ASSIGNMENT FORM


To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)








(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 of the Indenture, check the appropriate box below:

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No:

Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATIONS

TEMPORARY GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of

Exchange

Amount of

decrease in

Principal

Amount [at

maturity] of

this Global

Note

Amount of

increase in

Principal

Amount [at

maturity] of

this Global

Note

Principal Amount

[at maturity] of this

Global Note

following such

decrease (or

increase)

Signature of

authorized officer of

Trustee or Custodian

☐ Section 4.12

☐ Section 4.17

☐ Section 4.19

☐ Section 4.20

☐ Section 4.21