{"url_path":"/sec/cik-0001693317/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1693317/0001193125-26-294481-index.html","accession_number":"0001193125-26-294481","cik":"0001693317","ticker":null,"issuer_name":"Cheniere Corpus Christi Holdings, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1693317/0001193125-26-294481-index.html","primary_entity_key":"0001693317","primary_entity_name":"Cheniere Corpus Christi Holdings, LLC"},"word_count":1532,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nRevolving Credit Agreement and Related Finance Documents\n\nOn June 26, 2026, Cheniere Corpus Christi Holdings, LLC (the “Company”), Cheniere Corpus Christi Pipeline, L.P. (“CCP”), Corpus Christi Pipeline GP, LLC (“CCP GP”) and Corpus Christi Liquefaction, LLC (“CCL”) (CCP, CCP GP and CCL, collectively, the “Guarantors” and, the Company and the Guarantors, collectively, the “Loan Parties”), each indirectly wholly owned by Cheniere Energy, Inc. (the “Parent”), entered into the Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders party thereto from time to time, the issuing banks party thereto from time to time, the swing line lenders party thereto from time to time, The Bank of Nova Scotia, as revolving facility agent (the “Revolving Facility Agent”) and Société Générale, as Security Trustee. The Revolving Credit Agreement amends and restates the Company’s existing working capital facility agreement to decrease the total committed amount under the Revolving Credit Agreement by $500 million to $1.0 billion. The Revolving Credit Agreement is intended to be used for loans (“Revolving Loans”) to, and the issuance of letters of credit (“Letters of Credit”) on behalf of, the Company, for general corporate purposes related to the operation of the Company’s Corpus Christi natural gas liquefaction facilities and Corpus Christi natural gas pipeline and related facilities near Corpus Christi, Texas, including to refinance outstanding loans or letters of credit under the existing working capital facility agreement. The entire amount of the Revolving Credit Agreement will be available for the issuance of Letters of Credit.\n\nThe Loan Parties operate as legal entities separate and distinct from the Parent and its other affiliates, and with capital structures independent from the Parent and its other affiliates.\n\nConditions Precedent to Disbursements, Advances and Issuances of Letters of Credit\n\nAdvances and issuances of letters of credit under the Revolving Credit Agreement are subject to customary conditions precedent, including the absence of defaults, bring-down of certain representations and warranties, and the payment of applicable fees and expenses.\n\nInterest and Fees\n\nLoans under the Revolving Credit Agreement, including Revolving Loans and any loans deemed made in connection with a draw upon any Letters of Credit (“LC Loans” and, collectively, the “Loans”), will bear interest at a variable rate per annum equal to (a) Term SOFR, plus an applicable margin ranging from 0.75% to 1.5%, or (b) the base rate, plus an applicable margin, in each case, with the applicable margin based on the Company’s debt credit ratings then in effect. Interest on Revolving Loans is due and payable on the date such loans become due. Interest on Term SOFR Revolving Loans is due and payable at the end of each Term SOFR period and, if applicable, upon conversion to a base rate Revolving Loans, and interest on base rate Revolving Loans is due and payable at the end of each calendar quarter and, if applicable, upon conversion to Term SOFR Revolving Loans.\n\nThe Company paid certain upfront fees to the agents and lenders under the Revolving Credit Agreement, together with additional transaction fees and expenses. Certain administrative fees must also be paid to the Revolving Facility Agent.\n\nThe Revolving Credit Agreement provides for the following fees: (i) a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding in an amount equal to an annual rate ranging from 0.06% to 0.2%, depending on the Company’s debt credit ratings; (ii) a letter of credit fee equal to an annual rate ranging from 0.75% to 1.50%, depending on the Company’s debt credit ratings; and (iii) a letter of credit fronting fee to each issuing bank that has issued fronted letters of credit in an amount equal to an annual rate of 0.175% of the undrawn portion of all letters of credit issued by such issuing bank. Each of these fees is payable quarterly in arrears. In the event that draws are made upon any letters of credit issued under the Revolving Credit Facility (each such draw, an “LC Draw”) and the Company elects for such draw to be deemed an LC Loan, such LC Loan shall be a base rate Revolving Loan and may be converted to a Term SOFR Revolving Loan under certain conditions. LC Loans have a term of up to one year. In the event that the Company does not elect for an LC Draw to be deemed an LC Loan, the Company is required to pay the full amount of the LC Draw plus interest on such amount at a rate per annum equal to the base rate plus 2.0% on or prior to 12:00 p.m., New York City time, on the business day immediately succeeding its timely receipt of notice of the LC Draw.\n\n \n\nRepayments\n\nThe maturity date under the Revolving Credit Agreement will occur on June 26, 2031 (the “Maturity Date”) unless extended. The Company may extend the Maturity Date up to two times, for periods of up to one year each, in each case with the consent of the requisite lenders. The Company may prepay the Revolving Loans at any time without premium or penalty upon two business days’ notice.\n\nThe Revolving Credit Agreement also provides for mandatory repayments of loans under customary circumstances, including change of control and if it becomes unlawful for the lender to fund or maintain loans.\n\nCovenants\n\nThe Revolving Credit Agreement includes customary representations and affirmative and negative covenants for finance facilities and companies of this type and with lenders of the type participating in the financing, including, among others: covenants relating to compliance with laws; delivery of financial reports; conditions to the making of restricted payments, including distributions (subject to, among other conditions, funding of a debt service reserve account with the then-applicable reserve amount and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25x); maintenance of insurance; limitations on indebtedness and liens. These covenants are subject to certain materiality qualifiers, reasonableness standards, thresholds and grace periods.\n\nEvents of Default\n\nThe Revolving Credit Agreement includes customary events of default, which are subject to customary grace periods and materiality standards, including, among others:\n\n \n\n \n•\n \n\nnonpayment of amounts payable under the facility;\n\n \n\n \n•\n \n\nbreach of certain representations or warranties given in connection with the facility and breach of certain covenants;\n\n \n\n \n•\n \n\nbankruptcy; abandonment; destruction; events of taking;\n\n \n\n \n•\n \n\ninvalidity of security interests;\n\n \n\n \n•\n \n\nunsatisfied judgments (one or more final judgments in excess of $150 million in the aggregate);\n\n \n\n \n•\n \n\nunenforceability or termination of finance documents;\n\n \n\n \n•\n \n\ncross acceleration of indebtedness in excess of $100 million and cross-accelerations of the Company’s outstanding senior notes; and\n\n \n\n \n•\n \n\nERISA events.\n\nCollateral\n\nThe loans under the Revolving Credit Agreement are secured under the Second Amended and Restated Common Security and Account Agreement, dated as of June 15, 2022 (as amended by the First Amendment, dated as of April 22, 2024, and as may be further amended, modified or supplemented from time to time with its terms, the “Common Security and Account Agreement”), among the Company, CCL, CCP and CCP GP (as Guarantors), the senior creditor group representatives, the Intercreditor Agent, Société Générale, as security trustee (the “Security Trustee”), and Mizuho Bank, Ltd., as account bank (the “Account Bank”), providing the secured parties with a first priority lien (subject to customary permitted encumbrances) in substantially all of the assets of the Loan Parties, including the equity interests in CCL, CCP and CCP GP. The Common Security and Account Agreement also requires the Company to establish and maintain certain deposit accounts, which are subject to the control of the Security Trustee. In addition, under the Amended and Restated Holdco Pledge Agreement, dated May 22, 2018, among Cheniere CCH HoldCo I, LLC and the Security Trustee, obligations under the Revolving Credit Agreement are secured by a pledge of the limited liability company interests in the Company. Obligations under the Revolving Credit Agreement are further secured by a mortgage over the real property of CCL and CCP. Modifications of the finance documents and the exercise of rights and remedies of the secured creditors are subject to customary intercreditor arrangements.\n\n \n\nSecond Amendment to Second Amended and Restated Term Loan Facility Agreement\n\nOn June 26, 2026, the Loan Parties entered into the Second Amendment to Second Amended and Restated Term Loan Facility Agreement (the “Second Amendment to Term Loan Facility Agreement”) with Société Générale, as term loan facility agent (the “Term Loan Facility Agent”). The Second Amendment to Term Loan Facility Agreement amends the Company’s existing term loan facility agreement to, among other things, extend the availability period for disbursements of term loans to the later of the Stage 3 Completion Date and December 31, 2027, and to make related adjustment to the First Repayment Date to allow for repayments to start after the end of the adjusted Term Loan Availability Period.\n\nThe foregoing descriptions of the Revolving Credit Agreement and the Second Amendment to Second Amended and Restated Term Loan Facility Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this report and incorporated herein."}