Structuring LNG Tolling Agreements: Negotiating Fee Structure and Payment, Lifting Terms, Liability, and Other Key Provisions

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, May 16, 2017
Recorded event now available

This CLE webinar will provide guidance to energy counsel on the structuring of LNG tolling agreements. The panel will provide insight on key considerations when negotiating the agreement and key provisions to be included.


The tolling agreement is a key component in the implementation of an LNG project structure and has significant impact on the project’s long-term success. Tolling agreements, typically long-term arrangements, must address several key issues including the project fee structure, payment, and liability, as well as termination rights and force majeure, among others.

The parties should also take into consideration the use of the tolling facility by multiple parties and whether the project is integrated. Legal counsel must understand the challenges, realities and expectations to structure tolling agreements when implementing an LNG tolling structure.

Listen as our authoritative panel of energy attorneys examines the key issues that should be addressed when implementing an LNG tolling structure. The panel will address fee structure, payment, lifting terms and allocation, and other key provisions of the agreement. The panel will offer best practices for negotiating and structuring LNG tolling agreements.


  1. Key considerations when implementing an LNG tolling structure
  2. Key provisions
    1. Fee structure and payment
    2. Lifting terms and allocation
    3. Annual delivery program
    4. Liability
    5. Third-party tolling
    6. Termination rights and force majeure
    7. Other key provisions
  3. Best practices for negotiating and structuring LNG tolling agreements


The panel will review these and other key issues:

  • What are the advantages and disadvantages of a tolling agreement?
  • What are the critical provisions of tolling agreements?
  • What strategies should be used when dealing with multiple tolling agreements applicable to the same project?


Monica Hwang, Counsel
King & Spalding, Houston

Ms. Hwang in active in the firm’s Global Transactions Practice Group. Before becoming a lawyer, Ms. Hwang worked in various sectors of the energy industry, including upstream production, gas processing and wholesale and retail energy trading. In particular, she has extensive natural gas futures and financial derivatives experience as a risk manager and a trading analyst at various trading floors at major energy companies.

Taylor Johnson, Assistant General Counsel
Cheniere Energy, Houston


Kathryn (Kathy) Marietta, Partner
King & Spalding, Houston

Ms. Marietta has particular expertise in LNG as well as considerable experience in engineering, procurement and construction projects, upstream and downstream operational agreements, offshore long-term drilling contracts, project development, operating agreements, international government negotiations, and acquisitions and divestitures. Ms. Marietta’s practice focuses on the structuring, negotiation and documentation of transactions involving her areas of expertise.

Matthew F. Salo, Senior Counsel
Freeport LNG, Houston

Mr. Salo has worked on multiple LNG liquefaction tolling agreements and sales and purchase agreements as both in-house and outside counsel. Before joining Freeport LNG in 2014, he worked as an associate in the Global Transactions Practice Group at King & Spalding and the Oil & Gas Transactions Practice at Latham & Watkins. Mr. Salo served as a commissioned officer and AH-64A Apache pilot with 1-149th Attack Reconnaissance Battalion, Texas Army National Guard.

Audie Setters, CEO
Lonestar LNG, Houston

Mr. Setters has 35 years of oil, gas and LNG experience. He has played an integral role in gas/LNG marketing, commercial negotiations, new ventures, mergers & acquisitions, and project development across the value chain and across the globe. During the last 15 years of his career with Chevron, Mr. Setters led organizations that played key roles in the launch of three greenfield LNG projects– Angola LNG, Gorgon LNG and Wheatstone LNG–with a combined capital budget in excess of $100 billion.

Nathan Will, Commercial Vice President
Freeport LNG, Houston



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