0000950123-24-012024 Sample Contracts
FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Indemnification Agreement • November 18th, 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”).
GUARANTY AGREEMENTGuaranty Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Guaranty • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This GUARANTY, dated as of April 21, 2021 (this “Guaranty”), is made by ZACHRY HOLDINGS, 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”.
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT between VENTURE GLOBAL CP2 LNG, LLC as Owner and WORLEY FIELD SERVICES INC. as Contractor Dated as of May 12, 2023 RELATING TO PHASE 1 OF THE LNG EXPORT AND LIQUEFACTION FACILITY TO BE LOCATED ON THE...Engineering, Procurement and Construction Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2023 (the “Effective Date”) by and between VENTURE GLOBAL CP2 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 WORLEY FIELD SERVICES INC., a corporation duly organized and validly existing under the laws of Texas with its principal place of business at 5995 Rogerdale Rd., Houston, TX 77072 (the “Contractor”).
GROUND LEASE AGREEMENTGround Lease Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of July 19, 2021 (the “Ground Lease Commencement Date”), by and between VENTURE GLOBAL PLAQUEMINES LNG, 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.”
PURCHASE ORDER CONTRACT FOR THE SALE OF LIQUEFACTION TRAIN SYSTEMPurchase Order Contract • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Ground Lease Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
This AMENDED AND RESTATED GROUND LEASE AGREEMENT (this “Ground Lease”) is executed and effective as of July 15, 2019, by and between Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Tenant”) and JADP 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 (ZACHRY)Contractor Guarantee • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This GUARANTY, dated as of January 10, 2023 (this “Guaranty”), is made by ZACI IRY HOLDINGS, 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 arc referred to herein individually as a “Party” and collectively as the ‘‘Parties”.
THIRD AMENDMENT TO THE CREDIT FACILITY AGREEMENTCredit Facility Agreement • November 18th, 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 • November 18th, 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”).
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Indenture • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
INDENTURE dated as of May 26, 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.
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • November 18th, 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 • November 18th, 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 • November 18th, 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 • November 18th, 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 • November 18th, 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:
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Ground Lease Agreement • November 18th, 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.”
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Management Services Agreement • November 18th, 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 • November 18th, 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 • November 18th, 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”),
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 • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
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:
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Ground Lease Agreement • November 18th, 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 • November 18th, 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
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Management Services Agreement • November 18th, 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”).
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Ground Lease Agreement • November 18th, 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.”
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 83 BY VENTURE GLOBAL, INC.Ground Lease Agreement • November 18th, 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.”
GUARANTY AGREEMENTGuaranty Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 4th day of May, 2023, by Venture Global LNG, Inc., a Delaware corporation, with its primary office at 1001 19th Street North, Suite 1500, Arlington, VA 22209 (herein called “Guarantor”), for the benefit of Baker Hughes Energy Services LLC, a limited liability company organized and existing under the laws of the State of Delaware, with a place of business at 17021 Aldine Westfield Road, Houston, Texas 77073 (herein called “Seller”). Guarantor and Seller are individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Amendment”), dated as of October 11, 2022, is entered into by and between VENTURE GLOBAL PLAQUEMINES LNG, LLC, a Delaware limited liability company (“Owner”), and KZN LLC, a Texas limited liability company (“Contractor”).
AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS HOLDINGS, LLCLimited Liability Company Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
This AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 27, 2021 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”). All capitalized terms used but not defined herein shall have the meanings specified in the LLCA (as defined below).
SECOND AMENDMENT TO THE COMMON TERMS AGREEMENT AND CONSENT TO THE CREDIT FACILITY AGREEMENTCommon Terms Agreement and Consent to the Credit Facility Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • New York
This SECOND AMENDMENT TO THE COMMON TERMS AGREEMENT AND CONSENT TO THE CREDIT FACILITY AGREEMENT (this “Second Amendment”), dated as of January 26, 2021, is in respect of (a) the Common Terms Agreement, dated as of August 19, 2019, 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”), as amended by that certain Consent and Amendment to the Common Terms Agreement and Consent to the Credit Facility Agreement (the “First Amendment”), dated as of December 28, 2020, by and among
FIRST AMENDMENT TO AMENDED AND RESTATED GROUND LEASE AGREEMENT (168 Acres)Ground Lease Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution • Louisiana
THIS FIRST AMENDMENT TO AMENDED AND RESTATED GROUND LEASE AGREEMENT (the “Amendment”) is executed and effective as of the 12th day of December 2023, by and between Venture Global Calcasieu Pass, LLC, a Delaware limited liability company (the “Tenant”), and JADP Venture, LLC, a Louisiana limited liability company (the “Landlord”).
AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS FUNDING, LLCLimited Liability Company Agreement • November 18th, 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).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS HOLDINGS, LLCLimited Liability Company Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of February 8, 2021 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”). All capitalized terms used but not defined herein shall have the meanings specified in the Original LLCA (as defined below).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF CALCASIEU PASS FUNDING, LLCLimited Liability Company Agreement • November 18th, 2024 • Venture Global, Inc. • Natural gas distribution
This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Funding, LLC, a Delaware limited liability company (the “Company”), is entered into as of February 8, 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 Original LLCA (as defined below).