REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). NextDecade and the Purchaser are referred to herein individually as a “Party” and collectively as the “Parties.”
PURCHASER RIGHTS AGREEMENTPurchaser Rights Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is entered into by and between NEXTDECADE CORPORATION, a Delaware corporation (the “Company”), and GLOBAL LNG NORTH AMERICA CORP., a Delaware corporation (the “Purchaser”). Each of the Company and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
ACCOUNTS AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as Borrower, MIZUHO BANK (USA), as P1 Collateral Agent, and JPMORGAN CHASE BANK, N.A., as P1 Accounts BankAccounts Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This ACCOUNTS AGREEMENT (this “Agreement”) is entered into as of July 12, 2023 by and among RIO GRANDE LNG, LLC, a Texas limited liability company (the “Borrower”), MIZUHO BANK (USA), in its capacity as collateral agent for the Senior Secured Parties (the “P1 Collateral Agent”), and JPMORGAN CHASE BANK, N.A., as account bank and depositary agent (the “P1 Accounts Bank”).
ContractLimited Liability Company Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”
PLEDGE AGREEMENT dated as of July 12, 2023 between RIO GRANDE LNG HOLDINGS, LLC, as the Pledgor,Pledge Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This PLEDGE AGREEMENT, dated as of July 12, 2023 (this “Agreement”), is entered into by and between RIO GRANDE LNG HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Pledgor”), and MIZUHO BANK (USA), in its capacity as collateral agent (the “P1 Collateral Agent”) for the Senior Secured Parties.
CREDIT AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, MUFG BANK, LTD., as the P1 Administrative Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, MUFG BANK, LTD., as the Revolving LC Issuing Bank, and THE SENIOR...Credit Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
COLLATERAL AND INTERCREDITOR AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, MUFG BANK, LTD., as the P1 Intercreditor Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, and EACH OF THE SENIOR SECURED CREDITOR...Collateral and Intercreditor Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
NOW, THEREFORE, in consideration of the mutual agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
CREDIT AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower,Credit Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereto agree as follows:
COMMON TERMS AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, THE SENIOR SECURED DEBT HOLDER REPRESENTATIVES that are parties to this Agreement from time to time, and MUFG BANK, LTD., as the P1 Intercreditor AgentCommon Terms Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:
THIRD AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAIN 3 OF THE RIO GRANDE NATURAL GAS LIQUEFACTION FACILITYNextDecade Corp. • August 14th, 2023 • Natural gas transmisison & distribution • Texas
This Third Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility (this “Amendment”) is made and executed as of the 18th day of May, 2023 (the “Amendment Effective Date”) by and between Rio Grande LNG, LLC, a limited liability company organized under the laws of Texas (“Owner”), and Bechtel Energy Inc. a corporation organized under the laws of Delaware (“Contractor”) each sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAINS 1 AND 2 OF THE RIO GRANDE NATURAL GAS LIQUEFACTION FACILITYNextDecade Corp. • August 14th, 2023 • Natural gas transmisison & distribution • Texas
This Second Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility (this “Amendment”) is made and executed as of the 18th day of May, 2023 (the “Amendment Effective Date”) by and between Rio Grande LNG, LLC, a limited liability company organized under the laws of Texas (“Owner”), and Bechtel Energy Inc. a corporation organized under the laws of Delaware (“Contractor”) each sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
