EX-10.52



 Exhibit 10.52 

September 7, 2017 
 Cheniere Corpus Christi
Holdings, LLC 
 700 Milam St., Suite 1900 
 Houston, Texas
77002 
 Attention: Treasurer 
 Telephone: 713-375-5290 
 Fax: 713-375-6000 
 Email: lisa.cohen@cheniere.com 

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/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director
		
	By:	 	 /s/ Casey Lowary

	Name:	 	Casey Lowary
	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/ Jonathan C. Byron

	Name:	 	Jonathan C. Byron
	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/ Ronald E. McKaig

	Name:	 	Ronald E. McKaig
	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/ Joe Gyurindak

	Name:	 	Joe Gyurindak
	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/ David William Sparling

	Name of Attorney:	 	David William Sparling
	
	Signed by its duly constituted attorney in the presence of:
		
	Signature of Witness:	 	 /s/ Georgina Haire

	Name of Witness:	 	Georgina Haire



  
 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/ Evan S. Levy

	Name:	 	Evan S. Levy
	Title:	 	Managing Director
		
	By:	 	 /s/ Kenneth Ricciardi

	Name:	 	Kenneth Ricciardi
	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/ Nupur Kumar

	Name:	 	Nupur Kumar
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Christopher Zybrick

	Name:	 	Christopher Zybrick
	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/ Richard Randall

	Name:	 	Richard Randall
	Title:	 	Attorney
		
	By:	 	 /s/ Julio Garcia

	Name:	 	Julio Garcia
	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/ Kathy McGowan

	Name:	 	Kathy McGowan
	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. 
  

			
	GOLDMAN SACHS BANK USA,
	as Term Lender
		
	By:	 	 /s/ Chris Lam

	Name:	 	Chris Lam
	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/ Raphael Dumas

	Name:	 	Raphael Dumas
	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/ Subha Pasumarti

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

	Name:	 	Cheryl LaBelle
	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/ Jeffrey C. Miller

	Name:	 	Jeffrey C. Miller
	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/ A. Bruns
	 	 /s/ M. Breckheimer

	 Name:
	 	A. Bruns	 	 M. Breckheimer

	 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/ Daven Popat

	Name:	 	Daven Popat
	Title:	 	 Senior Vice President
 Transaction
Execution
 Category A

		 	P003
		
	By:	 	 /s/ Erin Walsh

	Name:	 	Erin Walsh
	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/ Richard Randall

	Name:	 	Richard Randall
	Title:	 	Attorney
		
	By:	 	 /s/ Julio Garcia

	Name:	 	Julio Garcia
	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/ Brian Caldwell

	Name: Brian Caldwell
	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. 
  

			
	MORGAN STANLEY BANK, N.A.,
	as Term Lender
		
	By:	 	 /s/ Pat Layton

	Name: Pat Layton
	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. 
  

			
	MORGAN STANLEY SENIOR FUNDING,
	INC.,
	as Term Lender
		
	By:	 	 /s/ Pat Layton

	Name: Pat Layton
	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. 
  

			
	RAYMOND JAMES BANK, N.A.,
	as Term Lender
		
	By:	 	 /s/ Robert F. Moyle

	Name: Robert F. Moyle
	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/ Jason S. York

	Name: Jason S. 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/ Patrick N. Riley

	Name: Patrick N. Riley
	Title:    Vice President
		
	By:	 	 /s/ Steven Kanaplue

	Name: Steven Kanaplue
	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/ Juan Kreutz

	Name: Juan Kreutz
	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/ Saad Iqbal

	Name: Saad Iqbal
	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/ Yasuji Fujita

	Name: Yasuji Fujita
	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/ Alfredo Brahim

	Name: Alfredo Brahim
	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/ Alfredo Brahim

	Name: Alfredo Brahim
	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/ Ellen Turkel

	Name: Ellen Turkel
	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/ Ellen Turkel

	Name: Ellen Turkel
	Title:    Director
	
	SOCIÉTÉ GÉNÉRALE,
	as Intercreditor Agent
		
	By:	 	 /s/ Ellen Turkel

	Name: Ellen Turkel
	Title:    Director



  
 SIGNATURE PAGE TO
CONSENT (CTA AMENDMENT) 








 ACKNOWLEDGED AND AGREED: 

 

			
	CHENIERE CORPUS CHRISTI
	HOLDINGS, LLC, as the Company
		
	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
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 Henry 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 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 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/ 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 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/ Ellen Turkel

	Name: Ellen Turkel
	Title:    Director



  
 SIGNATURE PAGE TO CTA
AMENDMENT