EX-10.42



 Exhibit 10.42 

EXECUTION VERSION 
 FIRST
AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT 
 This First Amendment, dated as of December 20, 2016 (the “First
Amendment”), to 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”), 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”), with The Bank of Nova
Scotia, as Working Capital Facility Agent, the Working Capital Lenders party thereto, the Issuing Banks party thereto and Mizuho Bank, Ltd., as Swing Line Lender. All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Working Capital Facility Agreement. 
 WHEREAS, the Borrower has requested that Working Capital Facility Agent
agree on behalf of each Working Capital Lender, each Issuing Bank and the Swing Line Lender to amend the Working Capital Facility Agreement as set forth in this First Amendment; and 

WHEREAS, by its signature below, each Working Capital Lender, each Issuing Bank and the Swing Line Lender has instructed the Working Capital
Facility Agent to amend the Working Capital Facility 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. Amendment to Working Capital Facility Agreement. The Borrower, the Guarantors and the Working Capital Facility Agent
each agree that the Working Capital Facility Agreement is amended by replacing the definition of “Base Rate” in Exhibit A (Definitions) in its entirety with the following: 

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Effective Rate plus 0.50%, (b) the prime rate published in The Wall Street Journal for such day; provided that if The Wall Street Journal ceases to publish for any reason such rate of interest, “Base
Rate” shall mean the prime lending rate as set forth on the Bloomberg page PRIMBB Index (or successor page) for such day (or such other service as determined by the Working Capital Facility Agent from time to time for purposes of providing
quotations of prime lending interest rates) and (c) the LIBOR for an interest period of one month plus 0.50%; provided that for purposes of this Agreement, if the Base Rate for any interest period is less than zero percent (0%),
it shall be deemed zero percent (0%) for such interest period. 
 Section 2. Representations, Events of Default. The undersigned
signatory of the Borrower and each Guarantor hereby certifies that she is an Authorized Officer of the Borrower and such Guarantor and, solely in such capacity and not in her personal capacity, hereby certifies to the Working Capital Facility Agent,
each Working Capital Lender, each Issuing Bank and the Swing Line Lender, as of the date of this First Amendment, the following: 








	 	(a)	Each of the representations and warranties set forth in Section 6.02 (Repeated Representations and Warranties of the Loan Parties) of the Working Capital Facility Agreement 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 the date of this First Agreement (or, if stated to have
been made solely as of an earlier date, as of such earlier date); and 

  

	 	(b)	No Unmatured Working Capital Facility Event of Default, Working Capital Facility Event of Default or Working Capital Facility Declared Default has occurred and is Continuing. 


Section 3. Effectiveness. This First Amendment shall be effective upon (x) the receipt by the Working Capital Facility Agent
of executed counterparts of this First Amendment by the Borrower and each Guarantor and (y) the execution of this First Amendment by the Working Capital Facility Agent (with the consent of each Working Capital Lender, each Issuing Bank and the
Swing Line Lender). 
 Section 4. Finance Document. This First Amendment constitutes a Finance Document as such term is defined
in, and for purposes of, the Common Terms Agreement, dated as of May 13, 2015, by and among the Borrower, 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. 
 Section 5. GOVERNING
LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES 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 First 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 First Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted transfers and assigns. 

Section 8. Counterparts. This First 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 First 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 First Amendment. 

  
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 Section 9. No Modifications; No Other Matters. Except as expressly provided for
herein, the terms and conditions of the Working Capital Facility Agreement and each other Finance Document 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] 

  
 3 








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

			
	CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as the Borrower
		
	By:	 	   /s/ Lisa C. Cohen

		 	Name:   Lisa C. Cohen
		 	Title:     Treasurer
	
	CORPUS CHRISTI LIQUEFACTION, LLC, as Guarantor
		
	By:	 	   /s/ Lisa C. Cohen

		 	Name:  Lisa C. Cohen
		 	Title:    Treasurer
	
	CHENIERE CORPUS CHRISTI PIPELINE, L.P., as Guarantor
		
	By:	 	   /s/ Lisa C. Cohen

		 	Name:  Lisa C. Cohen
		 	Title:    Treasurer
	
	CORPUS CHRISTI PIPELINE GP, LLC, as Guarantor
		
	By:	 	   /s/ Lisa C. Cohen

		 	Name:  Lisa C. Cohen
		 	Title:    Treasurer


  

  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT 








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

	
	 THE BANK OF NOVA SCOTIA,
 as Working
Capital Facility Agent, Working Capital Lender and Issuing Bank

	
	By:   /s/ Alfredo
Brahim                                        
      
	Name: Alfredo Brahim
	Title: Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT 








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

	
	 MIZUHO BANK, LTD.,
 as Working Capital
Lender and Swing Line Lender

	
	By:   /s/ Junji
Hasegawa                                        
      
	Name: Junji Hasegawa
	Title: Managing Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT 








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

	
	 SUMITOMO MITSUI BANKING CORPORATION,
 as
Working Capital Lender and Issuing Bank

	
	By:   /s/ Juan
Kreutz                                        
            
	Name:   Juan Kreutz
	Title:     Managing Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT 








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

			
	 ING CAPITAL LLC,
 as Working
Capital Lender

		
	By:	 	    /s/ Cheryl LaBelle                             
          
		 	Name:   Cheryl LaBelle
		 	Title:     Managing Director
		
	By:	 	    /s/ Subha Pasumarti
                                    
		 	Name:   Subha Pasumarti
		 	Title:     Managing Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT 








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

			
	 HSBC BANK USA, NATIONAL ASSOCIATION,

as Working Capital Lender

		
	By:	 	    /s/ Benjamin
Halperin                                      

		 	Name:   Benjamin Halperin
		 	Title:     Managing Director



  
 SIGNATURE
PAGE TO FIRST AMENDMENT TO WORKING CAPITAL FACILITY AGREEMENT