FIFTH SUPPLEMENTAL INDENTURE (the Fifth Supplemental Indenture), dated as of August 24, 2021, by and among Cheniere Corpus Christi Holdings, LLC, a Delaware limited liability company (the Company), Corpus Christi Liquefaction, LLC (CCL), Cheniere Corpus Christi Pipeline, L.P. (CCP), Corpus Christi Pipeline GP, LLC (CCP GP) and any other Guarantors (as defined in the Indenture referred to below) that may become a party hereto from time to time, and The Bank of New York Mellon, as Trustee under the Base Indenture referred to below (the Trustee).
WHEREAS, the Company, the Guarantors and the Trustee previously have entered into the Indenture, dated as of May 18, 2016 (the 2016 Base Indenture), and the Third Supplemental Indenture, dated as of September 6, 2019 (the Third Supplemental Indenture; the Third Supplemental Indenture together with the 2016 Base Indenture, the Base Indenture; and the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Indenture), providing for the issuance of 7.000% Senior Secured Notes due 2024 (the Original 7.000% 2024 Notes);
WHEREAS, the Base Indenture provides that, among other things, subsequent to the execution of the Base Indenture, the Company and the Trustee may, without the consent of Holders of the Original 7.000% 2024 Notes, enter into one or more indentures supplemental to the Base Indenture to provide for the issuance of Additional Notes in accordance with Section 2.01(d) thereof;
WHEREAS, the Base Indenture provides that the terms and conditions of any Additional Notes shall be established in one or more Supplemental Indentures approved pursuant to a Board Resolution;
WHEREAS, pursuant to a Board Resolution dated as of August 16, 2021, the Company has authorized the issuance of $750,000,000 aggregate principal amount of its 2.742% Senior Secured Notes due 2039 and such Board Resolution has been sent to the Trustee;
WHEREAS, the Company has requested and hereby requests that the Trustee join in the execution of this Fifth Supplemental Indenture;
WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth 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 Base Indenture and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company, the Guarantors and the Trustee hereby agree, for the equal and ratable benefit of all Holders, as follows: