EX-10.4 5 exhibit104-q22026.htm EX-10.4
Exhibit 10.4
Execution Version
AMENDMENT NO. 4 TO THE AMENDED & RESTATED
COMMON TERMS AGREEMENT
This AMENDMENT NO. 4 TO THE AMENDED & RESTATED COMMON TERMS AGREEMENT (this “Amendment”), dated as of April 24, 2026 is in respect of the Amended & Restated Common Terms Agreement, dated as of March 13, 2023 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Venture Global Plaquemines LNG, LLC, a Delaware limited liability company (the “Borrower”), Venture Global Gator Express, 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 Royal Bank of Canada, as the Intercreditor Agent for the Facility Lenders (in such capacity, the “Intercreditor Agent”), as amended by that certain Amendment No. 1 to the Common Terms Agreement, dated as of September 29, 2023, that certain Amendment No. 2 to the Common Terms Agreement and Amendment No. 1 to the Common Security and Account Agreement, dated as of May 15, 2024, that certain Amendment No. 3 to the Common Terms Agreement, dated as of October 23, 2024, and that certain Consent and Amendment to the Common Terms Agreement and the Credit Facility Agreement, dated as of May 27, 2025. Reference is also made to the Amended & Restated Credit Facility Agreement, dated as of March 13, 2023 (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, Royal Bank of Canada, 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 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, one of the conditions to the occurrence of the Project Phase 1 Completion Date is that the Intercreditor Agent have received evidence that the Obligors have received from FERC a notice, order or other written communication authorizing it to place the facilities comprising the Phase 1 Project Facilities in service, and that the Phase 1 Project Facilities have been placed in service (the “Project Phase 1 PIS Condition”);
WHEREAS, due to certain regulatory requirements, the Borrower believes it is impractical to satisfy the Project Phase 1 PIS Condition in conjunction with the other conditions to the Project Phase 1 Completion Date;
WHEREAS, the Borrower has requested that the Credit Facility Lenders under the Credit Facility Agreement (collectively, the “Lenders” and each individually, a “Lender”), the Credit Facility Agent and the Intercreditor Agent consent and agree, and the Lenders constituting the
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Required Lenders, the Credit Facility Agent and the Intercreditor Agent are willing to consent and agree, to amend the Common Terms Agreement on the terms and conditions set forth herein and in accordance with Section 23.15 of the Common Terms Agreement, Section 4 of the Intercreditor Agreement and Section 11.01 of the Credit Facility Agreement.
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.Amendment. Upon the effectiveness of this Amendment in accordance with Section 2 below, 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 the Common Terms Agreement as follows:
1.1 Article 12 (Obligor Covenants) of the Common Terms Agreement is hereby amended to add a new Section 12.34 (Phase 1 Project Facilities Placed In Service) by inserting the following:
12.34 Phase 1 Project Facilities Placed In Service
The Obligors shall cause the necessary Phase 1 Project Facilities to be placed in service on or prior to the deadline for same under the FERC Order.
1.2 Section 14.1(i) (Phase 1 Project Facilities Placed in Service) of the Common Terms Agreement shall be deleted in its entirety and replaced with the following:
[Reserved]
1.3 Section 14.3(i) (Project Placed in Service) of the Common Terms Agreement shall be deleted in its entirety and replaced with the following:
1.4(i) Phase 1 Project Facilities and Phase 2 LNG Facility Placed in Service
Receipt by the Intercreditor Agent of evidence that the Obligors have received from FERC a notice, order or other written communication authorizing it to place facilities comprising the Phase 1 Project Facilities and the Phase 2 LNG Facility in service, and that the Phase 1 Project Facilities and the Phase 2 LNG Facility shall have been placed in service.
Section 2.Effectiveness. This Amendment shall become effective as of the date hereof only upon delivery of executed counterparts of this 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:
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3.1 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 Amendment; and
3.2 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 are 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 were made only on the Upsize Closing Date.
Section 4.Finance Document. This Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement. Each of the parties hereto agree that each reference to “Common Terms Agreement” in each Finance Document, including the Intercreditor Agreement and Credit Facility Agreement, shall refer to the Common Terms Agreement as amended hereby.
Section 5.Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
Section 6.Consent to Jurisdiction. The provisions of Section 23.14 (Consent to Jurisdiction) of the Common Terms Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.
Section 7.Headings. All headings in this 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 8.Binding Nature and Benefit; Amendment. This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Amendment may not be amended or modified except pursuant to a written instrument signed by all parties hereto.
Section 9.Counterparts. This 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 Amendment by facsimile or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 10.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 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 Amendment apply to any other matters.
Section 11.E-Signature. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually
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executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any legal requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Section 12.Guarantee Reaffirmation. The Guarantor hereby confirms, reaffirms and ratifies its obligations under the Finance Documents. After giving effect to this Consent and Amendment, each Obligor hereby (a) confirms the security interest in the Collateral granted by it in favor of the Collateral Agent for itself and for the ratable benefit of the Secured Parties pursuant to the Security Documents and (b) to the extent not otherwise effected by the preceding clause (a), as security for the prompt and complete payment and performance when due of all of the Senior Debt Obligations, further grants to the Collateral Agent for itself and for the ratable benefit of the Secured Parties a continuing security interest, in all of such Obligor’s right, title and interest in, to and under the Collateral, in each case, whether now owned or existing or hereafter acquired, arising or created, and wherever located.
Section 13.Direction to Credit Facility Agent and Intercreditor Agent.
13.1 By their signature below, each of the undersigned Credit Facility Lenders (collectively constituting the Required Lenders) instructs the Credit Facility Agent to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment; and
13.2 Based on the instructions in Section 13.1, the Credit Facility Agent, constituting the Requisite Intercreditor Parties (as defined in the Intercreditor Agreement), hereby directs the Intercreditor Agent to execute this Amendment.
[Remainder of the page left intentionally blank.]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

VENTURE GLOBAL PLAQUEMINES LNG, LLC, as the Borrower
By: /s/ Keith Larson Name: Keith Larson Title: General Counsel and Secretary
VENTURE GLOBAL GATOR EXPRESS, LLC, as the Guarantor
By: /s/ Keith Larson Name: Keith Larson Title: General Counsel and Secretary

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
NATIXIS, NEW YORK BRANCH, as Credit Facility Agent
By: /s/ Daniel Fahey Name: Daniel Fahey Title: Director By: /s/ Lisa Wong Name: Lisa Wong Title: Director

Acknowledged and agreed as of the first date set forth above. ROYAL BANK OF CANADA, as Intercreditor Agent
By: /s/ Sabrina Wang Name: Sabrina Wang Title: Deal Manager

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above.
Bank of China, New York Branch, as Lender
By: /s/ Raymond Qiao Name: Raymond Qiao Title: Executive Vice President

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
BANK GOSPODARSTWA KRAJOWEGO, as Lender
By: /s/ Anna Oleksy Name: Anna Oleksy Title: Proxy By: /s/ Wojciech Kryjak Name: Wojciech Kryjak Title: Proxy

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
BANK OF AMERICA, N.A., as Lender
By: /s/ Christopher Baethge Name: Christopher Baethge Title: Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
CiMA Luxembourg S. à.r.l., on behalf of its compartment 2024-9, as Lender
By: /s/ Beata Wlodarczak-Mantione Name: Beata Wlodarczak-Mantione Title: Manager By: /s/ Federico Papandrea Name: Federico Papandrea Title: Manager

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
RREEF America LLC on behalf of RIN II, Ltd., RIN III Ltd., RIN IV Ltd., RIN V LLC, RIN VI LLC, RIN VII LLC, RIN VIII LLC, RIN IX LLC, RIN 10 LLC, RIN XI LLC, RIN XII LLC, RIN XIII LLC, as Lender
By: /s/ Jonathan Newman Name: Jonathan Newman Title: Authorized Signatory By: /s/ Matt Woods Name: Matt Woods Title: Authorized Signatory

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
DZ Bank AG Deutsche Zentral-Genossenschaftsbank, New York Branch, as Lender
By: /s/ Glenn Patterson Name: Glenn R. Patterson Title: Executive Director By: /s/ Gionata Vazzana Name: Gionata Vazzana Title: Assistant Vice President

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, as Lender
By: /s/ Bill Stonberg Name: Bill Stonberg Title: Senior Director By: /s/ Ralf Goebel Name: Ralf Goebel Title: Director

Signature Page to Amendment No. 4 to CTA

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/ Lin Sun Name: Lin (Allan) Sun Title: Head of Project Finance By: /s/ Pedro Craveiro Name: Pedro Craveiro Title: Assistant Vice President

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
JPMORGAN CHASE BANK, N.A., as Lender
By: /s/ Omar Valdez Name: Omar Valdez Title: Authorized Officer

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
KfW IPEX-Bank GmbH, as Lender
By: /s/ Philipp Meyer-Gohde Name: Philipp Meyer-Gohde Title: Vice President By: /s/ Olga Zavrichko Name: Olga Zavrichko Title: Associate

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
Landesbank Baden-Württemberg, New York Branch, as Lender
By: /s/ Arndt Bruns Name: Arndt Bruns Title: Director, Senior Relationship Manager By: /s/ Michael Thier Name: Michael Thier Title: Executive Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
Mizuho Bank, Ltd., as Lender
By: /s/ Dominick D’Ascoli Name: Dominick D’Ascoli Title: Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
NATIXIS, NEW YORK BRANCH, as Lender
By: /s/ John Sickler Name: John Sickler III Title: Director By: /s/ David B Martens Name: David B Martens Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
RAYMOND JAMES BANK, as Lender
By: /s/ Robert F. Moyle Name: Robert F. Moyle Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
Regions Bank, as Lender
By: /s/ Tedrick Tarver Name: Tedrick Tarver Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
BANCO DE SABADELL, S.A., MIAMI BRANCH, as Lender
By: /s/ Enrique Castillo Name: Enrique Castillo Title: Head of Corporate Banking

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
BANCO SANTANDER, S.A., as Lender
By: /s/ Rocio Gomá Simón Name: Rocio Gomá Simón Title: Vice President By: /s/ Ignacio Ruiz De Assin Name: Ignacio Ruiz De Assin Title: Vice President

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
The Bank of Nova Scotia, Houston Branch, as Lender
By: /s/ Joe Lattanzi Name: Joe Lattanzi Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
Truist Bank, as Lender
By: /s/ David Rhodes Name: David Rhodes Title: Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
WELLS FARGO BANK, N.A., as Lender
By: /s/ Nathan Starr Name: Nathan Starr Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
Crédit Agricole Corporate and Investment Bank, as Lender
By: /s/ Christophe Bernard Name: Christophe Bernard Title: Managing Director By: /s/ Omer Balaban Name: Omer Balaban Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender
By: /s/ Kareem Hartl Name: Kareem Hartl Title: Vice President By: /s/ Elke Videgain Name: Elke Videgain Title: Vice President

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender
By: /s/ Jeremy Eisman Name: Jeremy Eisman Title: Managing Director By: /s/ Blake Yaralian Name: Blake Yaralian Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
DEUTSCHE BANK AG, LONDON BRANCH, as Lender
By: /s/ Jeremy Eisman Name: Jeremy Eisman Title: Managing Director By: /s/ Blake Yaralian Name: Blake Yaralian Title: Managing Director

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
Goldman Sachs Bank USA, as Lender
By: /s/ Dan Martis Name: Dan Martis Title: Authorized Signatory

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
RV AIP S.C.S. SICAV-SIF - RV TF2 Infra Debt, as Lender
By: /s/ Anna-Maria Müsch Name: Anna-Maria Müsch Title: Conducting Officer By: /s/ Manaf Azmeh Name: Manaf Azmeh Title: Conducting Officer

Signature Page to Amendment No. 4 to CTA

Acknowledged and agreed as of the first date set forth above. |
First Citizens Bank & Trust, as Lender
By: /s/ Stephen Norcross Name: Stephen Norcross Title: Director

Signature Page to Amendment No. 4 to CTA