Re: Consent for Amendment to the Common Terms Agreement

Exhibit 10.52

September 7, 2017

Cheniere Corpus Christi Holdings, LLC

000 Xxxxx Xx., Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attention: Treasurer

Telephone: 000-000-0000

Fax: 000-000-0000

Email: xxxx.xxxxx@xxxxxxxx.xxx

Re: Consent for Amendment to the Common Terms Agreement

Ladies and Gentlemen:

Reference is made to (a) the Common Terms Agreement, dated May 13, 2015 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), among Cheniere Corpus Christi Holdings, LLC (the “Company”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors”), Société Générale as the Term Loan Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent, (b) the Intercreditor Agreement, dated as of May 13, 2015 (as amended, amended and restated, modified or supplemented from time to time, the “Intercreditor Agreement”), by and among the Intercreditor Parties party thereto from time to time, and Société Générale as the Intercreditor Agent and the Security Trustee, (c) the Term Loan Facility Agreement, dated as of May 13, 2015 (as amended, amended and restated, modified or supplemented from time to time, the “Term Loan Facility Agreement”), among the Company, the Guarantors, each Term Lender party thereto from time to time, and Société Générale, as the Term Loan Facility Agent, and (d) the Working Capital Facility Agreement, dated as of December 14, 2016 (as amended, amended and restated, modified or supplemented from time to time, the “Working Capital Facility Agreement”), among the Company, the Guarantors, the Working Capital Lenders party thereto from time to time, The Bank of Nova Scotia and Sumitomo Mitsui Banking Corporation as Issuing Banks, Mizuho Bank, Ltd., as Swing Line Lender and The Bank of Nova Scotia, as Working Capital Facility Agent. Capitalized terms used but not defined herein have the meanings assigned to them in the Common Terms Agreement, Intercreditor Agreement, Term Loan Facility Agreement or the Working Capital Facility Agreement, as applicable.

1.    Consent. Pursuant to Section 23.16 (Amendments) of the Common Terms Agreement, Section 10.01 (Decisions; Amendments, Etc.) of the Term Loan Facility Agreement, Section 11.01 (Decisions; Amendments, Etc.) of the Working Capital Facility Agreement and Section 3 (Voting and Decision Making) of the Intercreditor Agreement, the undersigned Requisite Intercreditor Parties hereby consent to the amendment of the Common Terms Agreement substantially in the form of Exhibit A attached hereto (the “Common Terms Agreement Amendment”).

2.    Effectiveness. The consent set forth herein shall be effective only in the specific instance described herein and for the specific purpose for which it was given, and nothing herein shall be construed to limit or bar any rights or remedies of any Secured Party. For the avoidance of doubt and without limiting the generality of the foregoing, no other change, amendment, consent or waiver with respect to the terms and provisions of any other Finance Document, Material Project Agreement or Subsequent Material Project Agreement is intended or contemplated hereby (which terms and provisions remain unchanged and in full force and effect). Nothing herein shall be construed as or deemed to be (a) a waiver or consent by the Secured Parties of any past, present or future breach or non-compliance with any terms or provisions contained in any Finance Document, Material Project Agreement or Subsequent Material Project Agreement, or (b) a guide to, or an intent or indication of, future actions or decisions by any Secured Party.

3.     Voting and Direction Matters.

(a) With respect to the Term Loan Facility Agreement, by their signature below, each of the undersigned Term Lenders instructs the Term Loan Facility Agent as the Senior Creditor Group Representative and the Designated Voting Party for the Term Lenders to (i) cast its vote for the consent set forth herein in accordance with Section 3 (Voting and Decision Making) of the Intercreditor Agreement, (ii) direct the Intercreditor Agent to execute the Common Terms Agreement Amendment on its behalf and (iii) instruct the Intercreditor Agent to execute this consent letter.

(b) Based on the instructions above, the Term Loan Facility Agent, as Senior Creditor Group Representative and the Designated Voting Party for the Term Lenders, hereby (i) casts its vote for the consent set forth herein and (ii) directs the Intercreditor Agent to execute this consent letter and the Common Terms Agreement Amendment on its behalf.

(c) With respect to the Working Capital Facility Agreement, by their signature below, each of the undersigned Working Capital Lenders instructs the Working Capital Facility Agent as the Senior Creditor Group Representative and the Designated Voting Party for the Working Capital Lenders to (i) cast its vote for the consent set forth herein in accordance with Section 3 (Voting and Decision Making) of the Intercreditor Agreement, (ii) direct the Intercreditor Agent to execute the Common Terms Agreement Amendment on its behalf and (iii) instruct the Intercreditor Agent to execute this consent letter.

(d) Based on the instructions above, the Working Capital Facility Agent, as Senior Creditor Group Representative and the Designated Voting Party for the Working Capital Lenders, hereby (i) casts its vote for the consent set forth herein and (ii) directs the Intercreditor Agent to execute this consent letter and the Common Terms Agreement Amendment on its behalf.

(e) Based on the instructions above from the Term Loan Facility Agent, as Senior Creditor Group Representative and the Designated Voting Party for

2

the Term Lenders, and the Working Capital Facility Agent, as Senior Creditor Group Representative and Designated Voting Party for the Working Capital Lenders, which comprises instructions from the Requisite Intercreditor Parties in accordance with Section 4.3 (Majority Voting Issues) of the Intercreditor Agreement, the Intercreditor Agent hereby (i) grants its consent to the requested Senior Creditor Action as set forth herein and (ii) agrees to execute the Common Terms Agreement Amendment.

4.    GOVERNING LAW. THIS CONSENT LETTER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

5.    Counterparts. This consent letter may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this consent letter by facsimile or in electronic document format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Pages Follow]

3

Exhibit A

Form of Amendment to Common Terms Agreement

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

ABN AMRO CAPITAL USA LLC,
as Term Lender
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

APPLE BANK FOR SAVINGS,
as Term Lender
By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxxxxx X. Xxxxx
Title:		Senior Vice President
		Export Credit & Corporate Finance
By:
Name:
Title:

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

BANK OF AMERICA, N.A., as Term Lender
By:		/s/ Xxxxxx X. XxXxxx
Name:		Xxxxxx X. XxXxxx
Title:		Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

CIT FINANCE LLC, as Term Lender
By:		/s/ Xxx Xxxxxxxxx
Name:		Xxx Xxxxxxxxx
Title:		Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

COMMONWEALTH BANK OF AUSTRALIA,
as Term Lender
By its attorney under Power of Attorney dated 24 June 2013:
Signature of Attorney:		/s/ Xxxxx Xxxxxxx Xxxxxxxx
Name of Attorney:		Xxxxx Xxxxxxx Xxxxxxxx
Signed by its duly constituted attorney in the presence of:
Signature of Witness:		/s/ Xxxxxxxx Xxxxx
Name of Witness:		Xxxxxxxx Xxxxx

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as Term Lender
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Managing Director
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Term Lender
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Authorized Signatory
By:		/s/ Xxxxxxxxxxx Xxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxx
Title:		Authorized Signatory

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

C.M. LIFE INSURANCE COMPANY,
as Term Lender
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Attorney
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Attorney

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

GE CAPITAL EFS FINANCING, INC.,
as Term Lender
By:		/s/ Xxxxx XxXxxxx
Name:		Xxxxx XxXxxxx
Title:		Authorized Signatory

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

XXXXXXX XXXXX BANK USA,
as Term Lender
By:		/s/ Xxxxx Xxx
Name:		Xxxxx Xxx
Title:		Authorized Signatory

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

HSBC BANK USA, NATIONAL
ASSOCIATION,
as Term Lender and Working Capital Lender
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

ING CAPITAL LLC,
as Term Lender and Working Capital Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Managing Director
By:		/s/ Xxxxxx XxXxxxx
Name:		Xxxxxx XxXxxxx
Title:		Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

JPMORGAN CHASE BANK, N.A.,
as Term Lender
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Vice President

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

LANDESBANK BADEN—
WÜRTTEMBERG, NEW YORK
BRANCH,
as Term Lender
By:		/s/ X. Xxxxx		/s/ X. Xxxxxxxxxxx
Name:		X. Xxxxx		X. Xxxxxxxxxxx
Title:		VP		VP

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

LLOYDS BANK PLC,
as Term Lender
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Senior Vice President Transaction Execution Category A
		P003
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Assistant Vice President Transaction Execution Category A
		W004

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,
as Term Lender
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Attorney
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Attorney

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties hereto have caused this consent letter to be executed by their respective officers as of the day and year first above written.

MIZUHO BANK, LTD.,
as Term Lender and Working Capital Lender
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title:    Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

XXXXXX XXXXXXX BANK, N.A.,
as Term Lender
By:		/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title:    Authorized Signatory

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

XXXXXX XXXXXXX SENIOR FUNDING,
INC.,
as Term Lender
By:		/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title:    Vice President

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

XXXXXXX XXXXX BANK, N.A.,
as Term Lender
By:		/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:    Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

ROYAL BANK OF CANADA,
as Term Lender
By:		/s/ Xxxxx X. York
Name: Xxxxx X. York
Title:    Authorized Signatory

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

SIEMENS FINANCIAL SERVICES, INC.,
as Term Lender
By:		/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title:    Vice President
By:		/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title:    Vice President

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

SUMITOMO MITSUI BANKING
CORPORATION,
as Term Lender and Working Capital Lender
By:		/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:    Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD.,
as Term Lender
By:		/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title:    Managing Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

THE IYO BANK, LTD.,
as Term Lender
By:		/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title:    Executive Officer

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties have caused this consent letter to be duly executed and delivered as of the day and year first above written.

THE BANK OF NOVA SCOTIA,
as Term Lender and Working Capital Lender
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title:    Director
THE BANK OF NOVA SCOTIA,
as Working Capital Facility Agent, as Senior
Creditor Group Representative for the
Working Capital Lenders, and as Designated
Voting Party for the Working Capital Lenders
By:		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title:    Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

IN WITNESS WHEREOF, the parties hereto have caused this consent letter to be executed by their respective officers as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Term Lender
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:    Director
SOCIÉTÉ GÉNÉRALE,
as Term Loan Facility Agent, as Senior
Creditor Group Representative for the Term
Lenders, and as Designated Voting Party for the Term Lenders
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:    Director
SOCIÉTÉ GÉNÉRALE,
as Intercreditor Agent
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:    Director

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

ACKNOWLEDGED AND AGREED:

CHENIERE CORPUS CHRISTI
HOLDINGS, LLC, as the Company
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer
CORPUS CHRISTI LIQUEFACTION,
LLC, as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer
CHENIERE CORPUS CHRISTI
PIPELINE, L.P., as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer
CORPUS CHRISTI PIPELINE GP, LLC,
as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer

SIGNATURE PAGE TO CONSENT (CTA AMENDMENT)

Execution Version

AMENDMENT TO

COMMON TERMS AGREEMENT

This Amendment, dated as of September 7, 2017 (the “Amendment”), amends the Common Terms Agreement, dated as of May 13, 2015 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Cheniere Corpus Christi Holdings, LLC (the “Borrower”), Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (the “Guarantors” and, together with the Borrower, the “Loan Parties”), Société Générale as the Term Loan Facility Agent, each other Facility Agent on behalf of its respective Facility Lenders, and Société Générale as the Intercreditor Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement.

WHEREAS, the Borrower has requested that Intercreditor Agent agree on behalf of Requisite Intercreditor Parties to amend the Common Terms Agreement as set forth in the Amendment; and

WHEREAS, Requisite Intercreditor Parties have instructed the Intercreditor Agent to execute an amendment to the Common Terms Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendments to Common Terms Agreement. The Borrower, the Guarantors, the Intercreditor Agent and the Facility Agents each agree that the Common Terms Agreement is amended by:

(a)    adding the following to Section 1.3 (Definitions) of Schedule A (Common Definitions and Rules of Interpretation) to the Common Terms Agreement in the appropriate alphabetical order:

““Basis Swap” means a commodity derivative contract that is cash-settled based on the difference between: (a) the price of natural gas at one particular pricing point and (b) the price of natural gas at a different delivery location or pricing point.

“First of Month Index” means a price which represents the most commonly traded fixed price at a major trading point and as published by Inside FERC Gas Market Report (“IFERC” or any successor publication widely used to establish index pricing in the U.S. natural gas trading market).

“Fixed-Floating Futures Swap” means a contract which entitles the buyer of the contract to pay a fixed price for natural gas and the seller to pay a floating price equal to the final settlement price of the Futures Contract settlement prices. The Fixed-Floating Futures Swap shall be settled financially, via exchange of cash payment at the expiration of the underlying Futures Contract, rather than physically.

“Futures Contract” means a contract which entitles the buyer of the contract to claim physical delivery of natural gas from the seller at a specified contract delivery point at a specified date in the future and entitles the seller to deliver the physical commodity to the buyer under the same conditions. The price between the buyer and the seller shall be transacted at the price of final settlement on a monthly basis.

“Hague Securities Convention” means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (concluded July 5, 2006), which became effective in the United States on April 1, 2017.

“Index Swap” means a contract which entitles the buyer of the contract to pay one index price (e.g. First of Month Index) and entitles the seller to pay a different index price (e.g. the daily average). The index swap is settled financially via exchange of cash payment at the expiration of the underlying Futures Contract.

“NYMEX” means the New York Mercantile Exchange, a wholly owned subsidiary of the Chicago Mercantile Exchange.

“NYMEX Natural Gas Futures Contract” means the Futures Contract for natural gas on NYMEX, which is used for the physical receipt and/or delivery of gas at the Xxxxx Hub located in Erath, Louisiana.

“Power Hedge Provider” means any party (other than the Loan Parties or their Affiliates) that is a party to a Hedging Instrument described in clause (b) of the definition thereof pertaining to electricity that is secured pursuant to the Security Documents.

“Swing Swap” means a contract which entitles the buyer of the contract to pay a fixed price for natural gas and the seller to pay the gas daily average at a defined location for a defined period of time. The Swing Swap is settled financially, via exchange of cash payment each day as the gas daily average is settled, rather than physically.

“TBtu” means one trillion Btus.

“Third Party Investment Account” has the meaning given in Section 4.11(a) (Account with Third Party Account Bank) of the Common Security and Account Agreement.

“Third Party Account Bank” has the meaning given in Section 4.11(a) (Account with Third Party Account Bank) of the Common Security and Account Agreement.

“Third Party Account Control Agreement” has the meaning given in Section 4.11(a)(i) (Account with Third Party Account Bank) of the Common Security and Account Agreement.”;

2

(b)    deleting from Section 1.3 (Definitions) of Schedule A (Common Definitions and Rules of Interpretation) to the Common Terms Agreement the definitions of “Guarantors,” “Permitted Hedging Instrument” and “Senior Debt Obligations” in their entirety and replacing them with the following:

““Guarantors” means CCL, CCP and CCP GP, each of which is a direct or indirect wholly owned subsidiary of the Borrower and operated together with the Borrower as a single unit, and any other subsidiary of the Borrower that accedes to the Common Security and Account Agreement from time to time as permitted under the Finance Documents then in effect as a Guarantor for the benefit of all Senior Creditors, pursuant to Section 11.15 (Additional Guarantors) of the Common Security and Account Agreement.”

“Permitted Hedging Instrument” means a Hedging Instrument entered into by a Loan Party in the ordinary course of business and that (i) is with a Hedging Bank, a Gas Hedge Provider or a Power Hedge Provider, (ii) if secured, is of the type referred to in clause (a) or (b) of the definition of Hedging Instrument and (iii) is entered for non-speculative purposes and is on arm’s-length terms; provided that (a) if such Hedging Instrument pertains to Gas, it is for a period not to exceed the three prompt month contracts and the aggregate quantum under all (1) Futures Contracts, Fixed-Floating Futures Swaps, NYMEX Natural Gas Futures Contracts and Swing Swaps does not exceed 50 TBtus, (2) Index Swaps does not exceed 23.25 TBtus, and (3) Basis Swaps does not exceed 23.25 TBtus, where the limitations in each of the categories described in sub-clauses (1), (2) and (3) are not aggregated, and (b) if such Hedging Instrument pertains to electricity, the aggregate quantum under such Hedging Instrument does not exceed 3,650,000 megawatt hours and each such Hedging Instrument is for a period not to exceed sixty months where the first month is the month in which the power hedging contract is executed. “Permitted Hedging Instrument” includes any “Permitted Senior Debt Hedging Instrument.”

“Senior Debt Obligations” means the obligations of the Borrower and the obligations of each Guarantor under its guarantee granted under and pursuant to the Common Security and Account Agreement in each case to pay:

(a) all principal, interest and premiums on the disbursed Senior Debt;

(b) all commissions, fees, reimbursements, indemnities, prepayment premiums and other amounts payable to Senior Creditors under any Senior Debt Instrument;

(c) all Permitted Senior Debt Hedging Liabilities under Permitted Hedging Instruments that benefit from the Security Interests;

(d) all Secured Party Fees; and

in each case whether such obligations are present, future, actual or contingent and including the payment of amounts that would become due under the Senior Debt Instruments but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code.”

3

(c) adding the words “and any guarantee thereof” to the end of clause (d)(ii)(B) of the definition of “Subsequent Material Project Agreements” in Section 1.3 (Definitions) of Schedule A (Common Definitions and Rules of Interpretation) to the Common Terms Agreement.

Section 2. Representations, Events of Default and Guarantees. The undersigned signatory of each Loan Party hereby certifies that she is an Authorized Officer of such Loan Party and, solely in such capacity and not in her personal capacity, hereby certifies to the Intercreditor Agent, each Facility Agent and each Facility Lender, on behalf of such Loan Party, as of the date of this Amendment, the following:

(a) Each of the Repeated Representations made by such Loan Party is true and correct in all material respects, except for those representations and warranties that are qualified by materiality, which are true and correct in all respects, as to such Loan Party on and as of the date of this Amendment as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date);

(b) No Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or could reasonably be expected to result from the consummation of the transactions contemplated by this Amendment; and

(c) As of the date of this Amendment, the guarantee of the Senior Debt Obligations by each Guarantor is in full force and effect in accordance with Article 11 (Guarantees) of the Common Security and Account Agreement and this Amendment could not reasonably be expected to alter the effectiveness of such guarantees.

Section 3. Effectiveness. This Amendment shall be effective upon (x) the receipt by the Intercreditor Agent of executed counterparts of this Amendment by the Borrower and each Guarantor and (y) the execution of this Amendment by the Intercreditor Agent.

Section 4. Finance Document. This Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement.

Section 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS XX XXX XXXXX XX XXX XXXX, XXXXXX XXXXXX WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Section 6. Headings. All headings in this Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

Section 7. Binding Nature and Benefit. This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns.

4

Section 8. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic document format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 9. No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Terms Agreement shall continue unchanged and shall remain in full force and effect. Each amendment granted herein shall apply solely to the matters set forth herein and such amendment shall not be deemed or construed as an amendment of any other matters, nor shall such amendment apply to any other matters.

[Signature pages follow]

5

IN WITNESS WHEREOF, the parties have caused this Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

CHENIERE CORPUS CHRISTI
HOLDINGS, LLC, as the Company
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer
CORPUS CHRISTI LIQUEFACTION,
LLC, as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer
CHENIERE CORPUS CHRISTI
PIPELINE, L.P., as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer
CORPUS CHRISTI PIPELINE GP, LLC,
as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title:    Treasurer

SIGNATURE PAGE TO CTA AMENDMENT

IN WITNESS WHEREOF, the parties have caused this Amendment to the Common Terms Agreement to be duly executed and delivered as of the day and year first above written.

SOCIÉTÉ GÉNÉRALE,
as Intercreditor Agent on behalf of itself and each Facility Agent
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:    Director

SIGNATURE PAGE TO CTA AMENDMENT