Browse EX-10 agreements

Execution Version

Exhibit 10.12

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.

VENTURE GLOBAL LNG, INC.

AND EACH OF THE GUARANTORS PARTY HERETO FROM TIME TO TIME

6.375% SENIOR SECURED NOTES DUE 2034

6.625% SENIOR SECURED NOTES DUE 2036

INDENTURE

Dated as of June 11, 2026

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

as Trustee and Collateral Agent

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TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions1

Section 1.02Other Definitions51

Section 1.03Rules of Construction52

Section 1.04Limited Condition Transactions53

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Execution Version

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.

CHANGE ORDER NO. 06

UNDER THE PURCHASE ORDER CONTRACT

FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM

June 2, 2026

Reference is made to the Purchase Order Contract for the Sale of Liquefaction Train System, dated as of April 7, 2023 (as amended, the “Agreement”), by and between Venture Global CP2 LNG, LLC, a Delaware limited liability company (“Buyer”) and Baker Hughes Energy Services LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. This Change Order, including any adjustment to the Contract Price and/or the Project Schedule set forth herein, as applicable, has been agreed upon by the Parties in accordance with Clause 24 of Appendix A(General Terms & Conditions) of the Agreement, and is considered an amendment to the Agreement. Except to the extent as may be specifically described in this Change Order, the changes set forth herein do not relieve Seller of any of its responsibilities described in the Agreement.

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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.

Second Amended and Restated Services Agreement

This agreement made the 1stday of June 2026

Between:

(1)VG LNG Marketing, LLC (UK Branch) (Company No. FC034590) whose registered office is at 80 Grosvenor Street, London W1K 3JX, United Kingdom (the "Company") and

(2)Thomas Edward Earl [***] (the "Executive").

Whereas:

The Company and the Executive are parties to an Amended and Restated Services Agreement dated 10 January 2025 (the “Original Agreement”). The Company and the Executive desire to amend and restate the Original Agreement in its entirety on the terms and conditions set out in this Agreement.

It is agreed:

1.    Appointment and term

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Execution Version

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.

CHANGE ORDER NO. 02

UNDER THE PURCHASE ORDER CONTRACT

FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM

May 29, 2026

Reference is made to the Purchase Order Contract for the Sale of Liquefaction Train System, dated as of December 13, 2024 (as amended, the “Agreement”), by and between Venture Global CP2 LNG, LLC, a Delaware limited liability company (“Buyer”) and Baker Hughes Energy Services LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. This Change Order, including any adjustment to the Contract Price and/or the Project Schedule set forth herein, as applicable, has been agreed upon by the Parties in accordance with Clause 24 of Appendix A(General Terms & Conditions) of the Agreement, and is considered an amendment to the Agreement. Except to the extent as may be specifically described in this Change Order, the changes set forth herein do not relieve Seller of any of its responsibilities described in the Agreement.

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Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

ThisAMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 19, 2026 (this “Amendment”), is made by and between CALCASIEU PASS FUNDING, LLC, a Delaware limited liability company (the “Borrower”), and GOLDMAN SACHS BANK USA, in its capacity as administrative agent under the below-referenced Credit Agreement (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS:

WHEREAS, the Borrower and the Administrative Agent entered into that certain Credit Agreement, dated as of April 10, 2026, among the Borrower, the Administrative Agent, Goldman Sachs Bank USA, in its capacity as the collateral agent (in such capacity, the “Collateral Agent”), the Lenders from time to time party thereto and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Credit Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender to correct or cure ambiguities, errors, omissions or defects;

WHEREAS, the parties hereto desire to clarify an ambiguity in the definition of “Intercreditor Agreements” in Section 1.01 of the Credit Agreement; and

WHEREAS, the parties hereto desire to amend the Credit Agreement as further set forth in this Amendment.

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Execution Version

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.

CHANGE ORDER NO. 05

UNDER THE PURCHASE ORDER CONTRACT

FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM

May 15, 2026

Reference is made to the Purchase Order Contract for the Sale of Liquefaction Train System, dated as of April 7, 2023 (as amended, the “Agreement”), by and between Venture Global CP2 LNG, LLC, a Delaware limited liability company (“Buyer”) and Baker Hughes Energy Services LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. This Change Order, including any adjustment to the Contract Price and/or the Project Schedule set forth herein, as applicable, has been agreed upon by the Parties in accordance with Clause 24 of Appendix A(General Terms & Conditions) of the Agreement, and is considered an amendment to the Agreement. Except to the extent as may be specifically described in this Change Order, the changes set forth herein do not relieve Seller of any of its responsibilities described in the Agreement.

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Execution Version

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.

CHANGE ORDER NO. 10

UNDER THE AMENDED AND RESTATED PURCHASE ORDER CONTRACT

FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM

May 8, 2026

Reference is made to the Amended and Restated Purchase Order Contract for the Sale of Liquefaction Train System, dated as of January 19, 2022 (as amended, the “Agreement”), by and between Venture Global Plaquemines LNG, LLC, a Delaware limited liability company (“Buyer”) and Baker Hughes Energy Services LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. This Change Order, including any adjustment to the Contract Price and/or the Project Schedule set forth herein, as applicable, has been agreed upon by the Parties in accordance with Clause 24 of Appendix A(General Terms & Conditions) of the Agreement, and is considered an amendment to the Agreement. Except to the extent as may be specifically described in this Change Order, the changes set forth herein do not relieve Seller of any of its responsibilities described in the Agreement.

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Execution Version

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.

CHANGE ORDER NO. 4

Date: May 7, 2026					Change Order No. 4
					Reference: Scope Additions, Deletions and Modifications
					Documents: PQ-PRM-KZV-VGL-LET-00928-25; PQ-PRM-KZV-VGL-LET-00891-25; PQ-PRM-KZV-VGL-LET-00936-25; and PQ-PRM-KZV-VGL-LET-00937-25.

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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

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Execution Version

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.

VENTURE GLOBAL CALCASIEU PASS, LLC,

as Issuer,

and

TRANSCAMERON PIPELINE, LLC,

as the Guarantor,

AND EACH GUARANTOR THAT MAY BECOME PARTY HERETO

__________________

INDENTURE

Dated as of April 23, 2026

__________________

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

as Trustee

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TABLE OF CONTENTS

Section 1.01Definitions1

Section 1.02Other Definitions43

Section 1.03Rules of Construction44

Article 2 THE NOTES46

Section 2.01Form and Dating.[46](#i13b4ef74569e42aca27f9cc755e5

Execution Version

AMENDMENT NO. 4 TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

CALCASIEU PASS HOLDINGS, LLC

This AMENDMENT NO. 4 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Calcasieu Pass Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of April 21, 2026 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).

RECITALS

WHEREAS, the Company, Sponsor Member and Investor entered into that certain Limited Liability Company Agreement of the Company dated as of August 19, 2019, as amended on February 8, 2021, and as further amended on October 27, 2021 and on July 30, 2022 (the “LLCA”); and

WHEREAS, pursuant to Section 11.04 of the LLCA, Sponsor Member and Investor have agreed to amend the LLCA pursuant to this Amendment, on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1.Amendment.

The defined term “Quarterly Distribution Date” in Section 1.01 (Definitions) is hereby amended and restated in its entirety to read as follows:

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Execution Version

CREDIT AGREEMENT

Dated as of

April 10, 2026

among

CALCASIEU PASS FUNDING, LLC, as the Borrower,

GOLDMAN SACHS BANK USA, as Administrative Agent and as Collateral Agent

and

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

___________________________________________

GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC, NATIXIS, NEW YORK BRANCH and WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

__________________________________________________________________________

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS					1

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