Document

Exhibit 10.2


SIXTH AMENDMENT 
TO COMMON TERMS AGREEMENT


This Sixth Amendment, dated as of April 1, 2021 (the “Sixth Amendment”), amends the Amended and Restated Common Terms Agreement, dated as of May 22, 2018 (as amended by the First Amendment, dated as of November 28, 2018, the Second Amendment, dated as of August 30, 2019, the Third Amendment, dated as of November 8, 2019, the Fourth Amendment, dated as of November 26, 2019, the Fifth Amendment, dated as of November 16, 2020 and as further 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, The Bank of Nova Scotia as the Working Capital 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, pursuant to Schedule A (Common Definitions and Rules of Interpretation – Interpretation) to the Common Terms Agreement, any Gas Hedging Instrument entered into by a Loan Party must meet certain criteria to be permitted under the Finance Documents and, to reflect the needs of the Project, the Loan Parties wish to enter into this Sixth Amendment in order to increase the maximum term for Index Swaps for gas hedging purposes;


WHEREAS, pursuant to Section 2.1 (Operational Property Damage Insurance) of Schedule L to the Common Terms Agreement, the Loan Parties are required to maintain, among other things, Operational Property Damage Insurance with a deductible for losses other than Windstorm not to exceed $50 million per occurrence;


WHEREAS, pursuant to that certain letter, dated March 16, 2021 from the Insurance Advisor to the Intercreditor Agent, Security Trustee, Term Loan Facility Agent, Working Capital Facility Agent and Indenture Trustee, it is the opinion of the Insurance Advisor that an increase of the allowable property damage deductible in respect of losses other than Windstorm from $50 million to $75 million per occurrence is consistent with deductibles customarily carried by companies engaged in similar businesses as the Borrower, and consequently the Loan Parties wish to enter into this Sixth Amendment to the Common Terms Agreement in order to increase the allowable property damage deductible in respect of losses other than Windstorm from $50 million to $75 million per occurrence; and


WHEREAS, the Intercreditor Agent is executing this amendment as set forth herein 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, Section 3 (Voting and Decision Making) and Section 4 (Modifications; Instructions; Other Relationships) of the Intercreditor Agreement.








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 and the Intercreditor Agent each agree that the Common Terms Agreement is hereby amended by:


(a)       amending the following definition in Schedule A (Common Definitions and Rules of Interpretation – Interpretation) by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) as set forth below:


“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, a Power Hedge Provider or any other party that is a counterparty to a Hedging Instrument, (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 is a Gas Hedging Instrument, Permitted Hedging Instruments are limited to the following: (1) Futures Contracts, Fixed-Floating Futures Swaps, NYMEX Natural Gas Futures Contracts and Swing Swaps for gas hedging purposes for up to a maximum of 72.5 TBtu of gas utilizing intra-month and up to three prompt month contracts, (2) Index Swaps for gas hedging purposes for up to a maximum of 34.9 TBtu per month of gas utilizing up to three twenty four prompt month contracts, and (3) Basis Swaps for gas hedging purposes for up to a maximum of 34.9 TBtu per month with a tenor up to 36 months, 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 is a Power Hedging Instrument, 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.” 


(b)     amending the “Deductible” section in Section 2.1 (Operational Property Damage Insurance) of Schedule L (Schedule of Minimum Insurance) by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) as set forth below:


Deductible:                 Not to exceed:


(1)        For Windstorm, 5% percent of the values at risk at time of loss subject to a maximum of $75 million; and
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(2)        In respect of all other losses, not exceeding $5075 million per occurrence.


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


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


Section 5.  GOVERNING LAW.  THIS Sixth 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 Sixth 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 Sixth 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 Sixth Amendment may be executed, manually or electronically, 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 Sixth 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 Sixth 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.


Section 10.  Electronic Execution of Documents.  The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Sixth Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the 
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New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


[Signature pages follow]




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IN WITNESS WHEREOF, the parties have caused this Sixth 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 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 SIXTH AMENDMENT TO CCH A&R COMMON TERMS AGREEMENT






IN WITNESS WHEREOF, the parties have caused this Sixth 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, each Facility Agent and the Requisite Intercreditor Parties



	By:	/s/ Karla Navas
	Name:	Karla Navas
	Title:	Vice President






SIGNATURE PAGE TO SIXTH AMENDMENT TO CCH A&R COMMON TERMS AGREEMENT