EX-10.15 16 exhibit1015-q22026.htm EX-10.15
Exhibit 10.15
Execution Version

VENTURE GLOBAL PLAQUEMINES LNG, LLC, as Issuer, and VENTURE GLOBAL GATOR EXPRESS, LLC, as the Guarantor, __________________ THIRD SUPPLEMENTAL INDENTURE Dated as of June 30, 2026 TO THE INDENTURE Dated as of April 21, 2025 __________________ REGIONS BANK, as Trustee

TABLE OF CONTENTS
Page

ARTICLE 1 INTERPRETATION | 1
Section 1.01 To Be Read With the Base Indenture. | 1
Section 1.02 Capitalized Terms. | 2
ARTICLE 2 CHANGES TO THE BASE INDENTURE | 2
Section 2.01 Changes to the Base Indenture. | 2
Section 2.02 Section 4.06(a)(6) of the Base Indenture is hereby amended and replaced in its entirety by the following: | 2
Section 2.03 (6) unless, as of the date such Restricted Payment is to be made, the Notes are Investment Grade, the Independent Engineer shall have certified to the Trustee that it concurs with the Company’s certifications in clause (a)(4) above; | 2
Section 2.04 Section 4.06(b)(5) of the Base Indenture of the base Indenture is hereby amended and replaced in its entirety by the following: | 2
Section 2.05 (5) unless, as of the date such Restricted Payment is to be made, the Notes are Investment Grade, the Independent Engineer shall have certified to the Trustee that it concurs with the Company’s certifications in clause (b)(3) above; | 2
ARTICLE 3 MISCELLANEOUS | 2
Section 3.01 Ratification of the Indenture. | 2
Section 3.02 Governing Law. | 2
Section 3.03 Counterpart Originals. | 2
Section 3.04 Table of Contents, Headings, etc. | 3
Section 3.05 The Trustee. | 3

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THIRD SUPPLEMENTAL INDENTURE dated as of June 30, 2026 (the “Third Supplemental Indenture”) between Venture Global Plaquemines LNG, LLC, a Delaware limited liability company (the “Company”), Venture Global Gator Express, LLC (the “Guarantor”) and Regions Bank, as Trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company, the Guarantor and the Trustee previously entered into an indenture, dated as of April 21, 2025 (the “Base Indenture”, as supplemented by a first supplemental indenture, dated as of July 3, 2025 (the “First Supplemental Indenture”), as supplemented by a second supplemental indenture, dated as of December 9, 2025 (the “Second Supplemental Indenture”), and as further supplemented by this Third Supplemental Indenture and any further amendments or supplements thereto, the “Indenture”), relating to the 7.50% Senior Secured Notes due 2033, 7.75% Senior Secured Notes due 2035, 6.50% Senior Secured Notes due 2034, 6.75% Senior Secured Notes due 2036, 6.125% Senior Secured Notes due 2030 and 6.500% Senior Secured Notes due 2034;
WHEREAS, pursuant to Section 9.01(1) of the Base Indenture, the Company, the Guarantor and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to cure any ambiguity, omission, mistake, defect or inconsistency;
WHEREAS, the Company has requested that the Trustee join in the execution of this Third 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 Indenture; and
WHEREAS, all things necessary to make this Third 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 Third Supplemental Indenture is supplemental to the Base Indenture, and the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, and this Third Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, as if all the provisions of the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, and this Third Supplemental Indenture were contained in one instrument.
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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
CHANGES TO THE BASE INDENTURE
Section 2.01 Changes to the Base Indenture.
Section 2.02 Section 4.06(a)(6) of the Base Indenture is hereby amended and replaced in its entirety by the following:
Section 2.03(6) unless, as of the date such Restricted Payment is to be made, the Notes are Investment Grade, the Independent Engineer shall have certified to the Trustee that it concurs with the Company’s certifications in clause (a)(4) above;
Section 2.04 Section 4.06(b)(5) of the Base Indenture of the base Indenture is hereby amended and replaced in its entirety by the following:
Section 2.05(5) unless, as of the date such Restricted Payment is to be made, the Notes are Investment Grade, the Independent Engineer shall have certified to the Trustee that it concurs with the Company’s certifications in clause (b)(3) above;
ARTICLE 3
MISCELLANEOUS
Section 3.01 Ratification of the Indenture.
This Third Supplemental Indenture is a supplement to the Base Indenture. The Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture is in all respects ratified and confirmed, and the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, and this Third Supplemental Indenture shall together constitute one and the same instrument.
Section 3.02 Governing Law.
THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section 3.03 Counterpart Originals.
The parties may manually or electronically sign any number of copies of this Third Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall
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constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third 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 Third 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 3.04 Table of Contents, Headings, etc.
The Table of Contents and Headings of the Articles and Sections of this Third 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 3.05 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 Third Supplemental Indenture.
[Signatures on following page]
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SIGNATURES
Dated as of June 30, 2026
VENTURE GLOBAL PLAQUEMINES LNG, LLC
By: /s/ Keith Larson_________________
Name: Keith Larson
Title: General Counsel and Secretary
VENTURE GLOBAL GATOR EXPRESS, LLC
By: /s/ Keith Larson_________________
Name: Keith Larson
Title: General Counsel and Secretary
REGIONS BANK, as Trustee
By: /s/ Kristine Prall_________________
Name: Kristine Prall
Title: Vice President