INDENTURE, dated as of September 22, 2020, among Cheniere Energy, Inc., a Delaware corporation, as issuer (the Issuer), and The Bank of New York Mellon, as trustee (the Trustee).
The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of Notes (as defined herein).
All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
Acceptable Rating Agency means S&P, Fitch, Moodys, or any other nationally recognized statistical rating organization registered with the SEC, including any successor to S&P, Fitch or Moodys.
Additional Agent means the administrative agent and/or trustee (as applicable) or any other similar agent, representative or Person under any Secured Credit Document (other than the Credit Facilities), in each case, together with its successors and permitted assigns in such capacity.
Additional First Lien Debt Facility means one or more debt facilities, commercial paper facilities or indentures whose Senior Class Debt Representative has become a party to the Intercreditor Agreement in accordance therewith, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, letters of credit, notes or other borrowings, in each case, as amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time; provided that neither of the Credit Facilities shall constitute an Additional First Lien Debt Facility at any time.
Additional First Lien Documents means, with respect to any series of Additional First Lien Obligations, the Notes, credit agreements, indentures, security documents, hedge agreements and other operative agreements evidencing or governing such Indebtedness, and each other agreement entered into for the purpose of securing any series of Additional First Lien Obligations.
Additional First Lien Obligations means, with respect to any Additional First Lien Debt Facility, (a) all principal of and interest (including, without limitation, any interest, fees and other amounts which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Obligor, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to such Additional First Lien Debt Facility, (b) all other amounts payable to the related Additional First Lien Secured Parties under the related Additional First Lien Documents and (c) any renewals or extensions of the foregoing.
Additional First Lien Secured Parties means, with respect to any series of Additional First Lien Obligations, the holders of such Additional First Lien Obligations, the Additional Agent with respect thereto, any trustee or agent or any other similar agent or Person therefor under any related Additional First Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Issuer or any Subsidiary Guarantor under any related Additional First Lien Documents.