Exhibit

Exhibit 10.1

Execution Version

OMNIBUS AMENDMENT 4 TO

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND ADMINISTRATIVE AGENT AND TECHNICAL AGENT RESIGNATION AND APPOINTMENT AGREEMENT

This OMNIBUS AMENDMENT 4 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND ADMINISTRATIVE AGENT AND TECHNICAL AGENT RESIGNATION AND APPOINTMENT AGREEMENT, dated as of February 18, 2020 (this “Amendment”), is entered into by and among CHENIERE CCH HOLDCO II, LLC, a Delaware limited liability company (“Issuer”), EIG MANAGEMENT COMPANY, LLC (“EIG MC”), a Delaware limited liability company, as resigning administrative agent for the Note Holders (in such capacity, “Resigning Agent”) and as technical agent for the Note Holders, each Person identified as a Required Note Holder on the signature pages hereto and THE BANK OF NEW YORK MELLON (“BNYM”), as collateral agent (in such capacity, “Collateral Agent”) and as Successor Agent (as defined below).

RECITALS

A. Reference is made to that certain Amended and Restated Note Purchase Agreement, dated as of March 1, 2015, by and among Issuer, Resigning Agent, Collateral Agent, each Person identified as a Note Purchaser on the signature pages thereto, and, solely for purposes of acknowledging and agreeing to Section 9 thereto, Cheniere Energy, Inc. (as amended by the Amendment to Amended and Restated Note Purchase Agreement, dated March 16, 2015, Amendment 2 to Amended and Restated Note Purchase Agreement, dated May 8, 2015, and Amendment 3 to Amended and Restated Note Purchase Agreement, dated May 22, 2018, the “Existing Note Purchase Agreement”, and as amended by this Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended Note Purchase Agreement”).

B. Reference is made to that certain Registration Rights Agreement, dated as of May 13, 2015 (the Existing Registration Rights Agreement”, and as amended by this Amendment and as further amended, amended and restated, supplemented to otherwise modified from time to time, the “Amended Registration Rights Agreement”), by and among Issuer, Parent and Resigning Agent.

C. Reference is made to that certain Paying Agent Agreement, dated as of October 10, 2019, among the Issuer, BNYM, as Paying Agent, and EIG MC, as Agent (the “Paying Agent Agreement”).

D. EIG MC desires to resign as Agent, and Issuer and the undersigned Note Holders (which constitute the Required Note Holders) have agreed to such resignation and desire to appoint BNYM as successor Administrative Agent (as defined in the Amended Note Purchase Agreement) with such rights and responsibilities in such capacity as are set forth in this Amendment (in such capacity, “Successor Agent”), and Successor Agent desires to accept such appointment, such resignation and appointment to be effective upon the effectiveness of this Amendment.

E. Issuer and the undersigned Note Holders (which constitute the Required Note Holders) desire to appoint EIG MC as Technical Agent (as defined in the Amended Note Purchase Agreement) for the Note Holders with such rights and responsibilities in such capacity as are set forth in this Amendment, and EIG MC desires to accept such appointment, such appointment to be effective upon the effectiveness of this Amendment.

F. The Parties hereto desire to amend the Existing Note Purchase Agreement and the Existing Registration Rights Agreement in order to set forth the respective rights, responsibilities, consents and acknowledgments in connection with Resigning Agent’s resignation as Agent, the appointment of Successor Agent as Administrative Agent and the appointment of EIG MC as Technical Agent under each of the Amended Note Purchase Agreement and the Amended Registration Rights Agreement on the terms and subject to the conditions set forth herein.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Issuer, Resigning Agent, Technical Agent, Collateral Agent, Successor Agent and the undersigned Note Holders hereby agree as follows:

SECTION 1.Defined Terms. Except as otherwise expressly provided herein, capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Note Purchase Agreement. The interpretive provisions specified in subsection 1.3 of the Existing Note Purchase Agreement also apply to this Amendment mutatis mutandis.

SECTION 2.Amendments to NPA. The Existing Note Purchase Agreement is hereby amended as of the date hereof (the “Effective Date”) as follows:

(a)the Existing Note Purchase Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and by inserting the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the conformed version of the Amended Note Purchase Agreement attached hereto as Annex I;

(b)Schedules 3.6B and 12.4 to the Existing Note Purchase Agreement are hereby amended and restated in their entirety as Annex II attached hereto; and

(c)Exhibit A-2, Exhibit B, Exhibit E, Exhibit F-1, Exhibit F-2 and Exhibit F-3 to the Existing Note Purchase Agreement are hereby amended and restated in their entirety as Annex III attached hereto.

SECTION 3.Amendments to Registration Rights Agreement. The Existing Registration Rights Agreement is hereby amended as of the Effective Date by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and by inserting the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the conformed version of the Amended Note Purchase Agreement attached hereto as Annex IV.

SECTION 4.Resignation and Appointment of Administrative Agent and Technical Agent.

(a)Resignation. Pursuant to Section 12.9F of the Existing Note Purchase Agreement, as of the Effective Date, EIG MC (i) hereby resigns as Agent under each of the Existing Note Purchase Agreement, the Existing Registration Rights Agreement, the Issuer Pledge Agreement and the Parent Pledge Agreement (the “Resignation”), (ii) relinquishes its rights as Agent thereunder, other than those relating to events or circumstances occurring prior to the Effective Date, and (iii) shall be released from its obligations and responsibilities as Agent under each of the Amended Note Purchase Agreement, the Amended Registration Rights Agreement, the Issuer Pledge Agreement and the Parent Pledge Agreement.

(b)Appointment of Administrative Agent; Acceptance. As of the Effective Date, the undersigned Note Holders (which constitute the Required Note Holders) hereby appoint BNYM to succeed to and become vested with all of the rights, remedies, interests, benefits, duties and obligations of the Administrative Agent under each of the Amended Note Purchase Agreement and the Amended Registration Rights Agreement and of the Agent under each of the Issuer Pledge Agreement and Parent Pledge Agreement (the “Successor Agent Appointment”), and BNYM hereby (i) accepts the Successor Agent Appointment, (ii) joins and becomes bound as a party to each of the Amended Note Purchase Agreement and the Amended Registration Rights Agreement in it is capacity as Administrative Agent and to each of the Issuer Pledge Agreement and Parent Pledge Agreement in its capacity as Agent, and (iii) assumes the rights and obligations of the Administrative Agent or Agent, as applicable, thereunder; provided that Successor Agent does not assume any duties, obligations or liabilities of Resigning Agent for any period prior to the Effective Date, and Successor Agent shall have no liabilities, duties or obligations in respect of any acts or omissions of Resigning Agent occurring prior to the Effective Date.

(c)Appointment of Technical Agent; Acceptance. As of the Effective Date, the undersigned Note Holders (which constitute the Required Note Holders) hereby appoint EIG MC to become vested with all of the rights, remedies, interests, benefits, duties and obligations of the Technical Agent under each of the Amended Note Purchase Agreement and the Amended Registration Rights Agreement (the “Technical Agent Appointment”), and EIG MC hereby (i) accepts the Technical Agent Appointment, (ii) joins and becomes bound as a party to each of the Amended Note Purchase Agreement and the Amended Registration Rights Agreement in it is capacity as Technical Agent, and (iii) assumes the rights and obligations of Technical Agent thereunder.

(d)Acceptance by Issuer. By its signature below, Issuer consents to and acknowledges the Resignation, the Successor Agent Appointment and the Technical Agent Appointment.

SECTION 5.Effect on Note Documents.

(a)Except as specifically amended hereby, all of the terms and conditions of the Amended Note Purchase Agreement and the Amended Registration Rights Agreement are unaffected and shall continue to be in full force and effect and shall be binding on the parties hereto in accordance with their respective terms, except as expressly superseded by this Amendment. All references to the “Note Purchase Agreement”, the “Amended and Restated Note Purchase Agreement” or the “Registration Rights Agreement” in the Amended Note Purchase Agreement, the Amended Registration Rights Agreement and the other Note Documents shall be deemed to be references to the Amended Note Purchase Agreement or the Amended Registration Rights Agreement, as applicable. This Amendment does not, except as explicitly set forth herein, constitute a waiver of compliance with, or modification or amendment of, any other term or condition under the Amended Note Purchase Agreement or the Amended Registration Rights Agreement.

(b)From and after the Effective Date:

(i)Subject to clause (iii) below, each reference in the Issuer Pledge Agreement and the Parent Pledge Agreement to “Agent” shall mean and be a reference to the Successor Agent in its capacity as “Agent”;

(ii)each reference in the Issuer Pledge Agreement and the Parent Pledge Agreement to “Collateral Agent acting at the direction of Agent” shall mean and be a reference to “Collateral Agent acting at the direction of Administrative Agent (acting at the written direction of Required Note Holders)”; and

(iii)the first reference to “Agent” in Section 6(i) of each of the Issuer Pledge Agreement and Parent Pledge Agreement shall mean and be a reference to “Collateral Agent” and the second reference thereto to “Agent” shall mean and be a reference to “Collateral Agent acting at the direction of Administrative Agent (acting at the written direction of Required Note Holders)”.

(c)This Amendment is a “Note Document” and shall constitute an amendment of the Existing Note Purchase Agreement made under and in accordance with the terms of Subsection 12.6 thereof and an amendment of the Existing Registration Rights Agreement made under and in accordance with the terms of Section 15 thereof.

SECTION 6.Paying Agent Agreement. Notwithstanding the provisions of Section 1 of Article VI of the Paying Agent Agreement, effective as of the Effective Date, the Paying Agent Agreement is terminated; provided, however, the provisions of the Paying Agent Agreement which by the terms thereof survive termination, shall so survive.

SECTION 7.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the law of the state of New York. Subsection 12.21 of the Existing Note Purchase Agreement (INCLUDING, WITHOUT LIMITATION, WAIVER OF JURY TRIAL) is hereby incorporated by reference into this Amendment and shall apply hereto, mutatis mutandis, as if fully set forth herein.

SECTION 8.Costs and Expenses; Severability. The provisions of Subsection 12.2 (Payment of Expenses and Indemnity) and Subsection 12.18 (Severability) of the Existing Note Purchase Agreement are hereby incorporated by this reference and shall apply to this amendment and the transactions contemplated hereby, mutatis mutandis, as if fully set forth herein.

SECTION 9.Entire Agreement. This Amendment and the Amended Note Purchase Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

SECTION 10.Headings. The headings of the several sections of this amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this amendment or the amended and restated note purchase agreement.

SECTION 11.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic means (including “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

[signature pages follow]

IN WITNESS WHEREOF, each of the undersigned have caused this Amendment to be executed by their respective duly Responsible Officers as of the date first written above.



ISSUER:

CHENIERE CCH HOLDCO II, LLC


By:	/s/ Lisa Cohen
	Name: Lisa Cohen
	Title: Treasurer

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



PARENT:

CHENIERE ENERGY, INC.

By:	/s/ Lisa Cohen
	Name: Lisa Cohen
	Title: Vice President and Treasurer

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



RESIGNING AGENT AND TECHNICAL AGENT:

EIG MANAGEMENT COMPANY, LLC
as Resigning Agent and Technical Agent for the Note Holders

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



SUCCESSOR AGENT:

THE BANK OF NEW YORK MELLON
as Successor Agent for the Note Holders

By:	/s/ Latoya S. Elvin
	Name: Latoya S. Elvin
	Title: Vice President

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



THE BANK OF NEW YORK MELLON
as Collateral Agent for the Note Holders

By:	/s/ Latoya S. Elvin
	Name: Latoya S. Elvin
	Title: Vice President

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



NOTE HOLDERS:

EIG ENERGY FUND XV, L.P.
By: EIG Management Company, LLC, its sub-advisor

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG ENERGY FUND XV-A, L.P.
By: EIG Management Company, LLC, its sub-advisor

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



EIG ENERGY FUND XV-B, L.P.
By: EIG Management Company, LLC, its sub-advisor

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG ENERGY FUND XV (CAYMAN), L.P.
By: EIG Management Company, LLC, its sub-advisor

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG ENERGY FUND XVI, L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



EIG ENERGY FUND XVI-B, L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG ENERGY FUND XVI-E, L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG ENERGY FUND XVI (CAYMAN), L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



EIG ENERGY FUND XVI (SCOTLAND), L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG-KEATS ENERGY PARTNERS, L.P.
By: EIG-Keats Energy Partners GP, LLC, the General Partner

By: EIG Asset Management, LLC, its managing member

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG-GATEWAY DIRECT INVESTMENTS (CORPUS CHRISTI), L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



EIG CORPUS CHRISTI CO-INVESTMENT, L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG CORPUS CHRISTI CO-INVESTMENT-B, L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

EIG CORPUS CHRISTI CO-INVESTMENT-C, L.P.
By: EIG Management Company, LLC, its manager

By:	/s/ Brian Boland
	Name: Brian Boland
	Title: Managing Director

By:	/s/ Matthew Fox
	Name: Matthew Fox
	Title: Chief Operating Officer and Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



NOTE HOLDERS:

BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL ADVISER
	(CANADA), L.P., on behalf of
BROOKFIELD INFRASTRUCTURE DEBT FUND
	CC (G) LP, pursuant to its power of attorney

By: Brookfield Private Funds Holding Inc., its general partner

By:	/s/ James Rickert
	Name: James Rickert
	Title: Managing Director

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]



NOTE HOLDERS:

AMP CAPITAL INVESTORS (IDF III EUR NO.2)
	S.À.R.L.
AMP CAPITAL INVESTORS (IDF III JPY NO.2)
	S.À.R.L.
AMP CAPITAL INVESTORS (IDF III USD NO.2)
	S.À.R.L.
AMP CAPITAL INVESTORS (IDF III USD HEDGED
	NO.2) S.À.R.L.
AMP CAPITAL INFRASTRUCTURE DEBT FUND
	III (ELP) L.P.

By:	/s/ Virginia Strelen
	Name: Virginia Strelen
	Title: Manager

By:	/s/ Nicolai Nielsen
	Name: Nicolai Nielsen
	Title: Manager

[Signature Page to Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement]

Annex I

Amendments to Existing Note Purchase Agreement

[See attached.]

I-1

Execution Version

As amended by:

ThirdFourth Amendment to Note Purchase Agreement, dated May 22February 18, 20182020

AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT

DATED AS OF MARCH 1, 2015

BY AND AMONG

CHENIERE CCH HOLDCO II, LLC,

as Issuer,

CHENIERE ENERGY, INC.,

as Parent (and solely for purposes of acknowledging and agreeing to Section 9),

EIG MANAGEMENT COMPANY, LLC,

as administrativetechnical agent for the Note Holders,

THE BANK OF NEW YORK MELLON,

as administrative agent and collateral agent for the Note Holders,

AND

THE NOTE PURCHASERS NAMED HEREIN

as amended on March 16, 2015 and, May 8, 2015

and May 22, 2018



Note Purchase Agreement

TABLE OF CONTENTS
SECTION			PAGE

SECTION 1		DEFINITIONS	2

	1.1	Certain Defined Terms	2
	1.2	Accounting Terms	54
	1.3	Certain Principles of Interpretation	54

SECTION 2		THE SECURITIES; CLOSING AND SECOND PHASE FUNDING; DELIVERY	55

	2.1	Closing	55
	2.2	Second Phase Funding	56
	2.3	Additional Notes	58
	2.4	Use of Proceeds	59
	2.5	Cooperation with CCH Senior Financing	59

SECTION 3		THE NOTES–MATURITY; INTEREST AND FEES; PRINCIPAL PAYMENTS AND PREPAYMENTS	59

	3.1	Maturity	59
	3.2	Fees and Interest	6059
	3.3	Mandatory Principal Payments and Prepayments	62
	3.4	Application of Payments	66
	3.5	Taxes	66
	3.6	General Provisions Regarding Payment	69
	3.7	Increased Costs	6970
	3.8	Minimizing Additional Costs	70
	3.9	Cancellation of Notes	70

SECTION 4		CONDITIONS TO CLOSING AND SECOND PHASE FUNDING	70

	4.1	Conditions to Closing	70
	4.2	Conditions to Second Phase Funding	7576
	4.3	General Principles	78
	4.4	Conditions to Issuance	78

SECTION 5		REPRESENTATIONS AND WARRANTIES	7980

	5.1	Existence and Business	80
	5.2	Organizational Matters and Equity Interests	80
	5.3	Power and Authorization; No Violation	81
	5.4	Governmental Authorizations	81
	5.5	Enforceable Obligations	8182
	5.6	Litigation	82
	5.7	Financial Statements; Financial Condition, Etc.	82
	5.8	No Material Adverse Effect	82
	5.9	True and Complete Disclosure	8283



Note Purchase Agreement

TABLE OF CONTENTS
(continued)

SECTION			PAGE

	5.10	Margin Stock	83
	5.11	Investment Company Act	8384
	5.12	Patriot Act, Etc.	8384
	5.13	Collateral	84
	5.14	Solvency	8485
	5.15	Taxes	8485
	5.16	Investments	85
	5.17	Title, Etc.	85
	5.18	Accounts	8586
	5.19	Environmental Matters	8586
	5.20	No Default	86
	5.21	Employee Matters	86
	5.22	Sole Purpose Nature; Business; Separateness	8687
	5.23	Private Offering by Issuer	87

SECTION 6		AFFIRMATIVE COVENANTS	8788

	6.1	Compliance with Laws, Etc.	8788
	6.2	Payment of Taxes, Payment of Obligations	8788
	6.3	Preservation of Corporate Existence, Etc.	88
	6.4	Visitation Rights, Etc.	88
	6.5	Keeping of Books	89
	6.6	Maintenance of Properties, Etc.	89
	6.7	Further Assurances; Grant of Security	8990
	6.8	Distributions from CCH Direct Parent	9091
	6.9	D&O Insurance	9091
	6.10	Separateness Provisions	91
	6.11	Delivery of Information Required Under Foreign Assets Control Regulations, Patriot Act, Foreign Corrupt Practices Act	92
	6.12	CCH Board Observer Rights	92
	6.13	Tax Matters; USRPHC Status and Reporting	93

SECTION 7		NEGATIVE COVENANTS	93

	7.1	Liens, Etc.	9394
	7.2	Debt	9394
	7.3	Prepayments of Debt; Modification of Permitted Senior Debt Documents	94
	7.4	Nature of Business	94
	7.5	Mergers, Etc.	9495
	7.6	Sales, Etc. of Assets	95
	7.7	Investments in Other Persons	9596
	7.8	Restricted Payments	96
	7.9	Transactions with Affiliates	9697
	7.10	Amendments of Constituent Documents	97



Note Purchase Agreement

TABLE OF CONTENTS
(continued)

SECTION			PAGE

	7.11	Partnership, Formation of Subsidiaries, Etc.	97
	7.12	Contingent Liabilities	97
	7.13	Employees	9798
	7.14	ERISA Plans	9798
	7.15	Tax Treatment of Issuer	98
	7.16	Accounts	98
	7.17	Additional Notes	98

SECTION 8		REPORTING COVENANTS	98

	8.1	Default Notice	98
	8.2	Annual Financials	9899
	8.3	Quarterly Financials	99
	8.4	Litigation	99
	8.5	Creditor Reports	99
	8.6	Agreement Notices, Etc.	99100
	8.7	Other Information	100101
	8.8	Delivery of Documents	101

SECTION 9		CONVERSION; LIMITATION ON SYNTHETIC SALES; CERTAIN PRE CLOSING MATTERS 101LIMITATION ON SYTHETIC SALES; CERTAIN PRE-CLOSING MATTERS	102

	9.1	Issuer Initiated Conversion	101102
	9.2	Conditions to Conversion for Issuer Initiated Conversion Notice	102
	9.3	Conversion Procedure for Issuer Initiated Conversion	103104
	9.4	Repurchase of the Notes Following an Issuer Initiated Conversion Notice	104
	9.5	Note Holder Initiated Conversion	105
	9.6	Conditions to Conversion for Note Holder Initiated Conversion	105106
	9.7	Conversion Procedure for Note Holder Initiated Conversion	106107
	9.8	Conversion Rate	107
	9.9	Settlement upon Conversion	109110
	9.10	Piggyback Conversion	110111
	9.11	Effect on Reclassification, Consolidation, Merger on Sale	111112
	9.12	Taxes of Shares Issued	112113
	9.13	Reservation of Shares	113
	9.14	Shareholder Rights Plan	113
	9.15	Limitations on Synthetic Sales	113
	9.16	Director Rights	113114
	9.17	Cooperation	114
	9.18	Tax Matters	114
	9.19	Equity Contribution Agreement	114115

iii



Note Purchase Agreement

TABLE OF CONTENTS
(continued)

SECTION			PAGE

SECTION 10		EVENTS OF DEFAULT; REMEDIES	115

	10.1	Events of Default	115
	10.2	Remedies	118
	10.3	Issuance of Additional Notes	121

SECTION 11		TERMINATION	122

	11.1	Right to Terminate	122
	11.2	Effect of Termination	122123

SECTION 12		MISCELLANEOUS	123

	12.1	Registration and Transfer of the Notes	123
	12.2	Payment of Expenses and Indemnity	125126
	12.3	Right of Setoff	128129
	12.4	Notices	128129
	12.5	Successors and Assigns; Subsequent Holders of Notes	129130
	12.6	Amendments and Waivers	129130
	12.7	Ratable Sharing	130131
	12.8	Classification of Transaction	131
	12.9	Technical Agent, Administrative Agent and Collateral Agent	131
	12.10	Investment Representation of Note Purchasers	138140
	12.11	Private Placement Representation of Technical Agent and Administrative Agent	141143
	12.12	No waiver; Remedies Cumulative	141143
	12.13	No Third Party Beneficiaries	141143
	12.14	Counterparts	141143
	12.15	Effectiveness	141143
	12.16	Headings Descriptive; Amounts in Dollars	142144
	12.17	Marshaling; Recapture	142144
	12.18	Severability	142144
	12.19	Survival	142144
	12.20	Independence of Covenants	143145
	12.21	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	143145
	12.22	Confidentiality	144146
	12.23	Immunity	145147
	12.24	Entire Agreement	145147
	12.25	Limited Recourse	145147



		Note Purchase Agreement

TABLE OF CONTENTS
		(continued)

SCHEDULES



Schedule 1.1A	Base Case Forecast
Schedule 1.1B	Disqualified Note Holders
Schedule 1.1C	Estimated Base Trains Senior Debt Service ¹
Schedule 1.3E	Knowledge
Schedule 2.1	Note Holders and Initial Closing Date Notes
Schedule 2.2	Second Phase Note Purchasers and Initial Second Phase Notes
Schedule 3.6B	Note Holder Payment Instructions
Schedule 4.1K	Know Your Customer Requirements
Schedule 5.2	Organizational Matters
Schedule 5.13	Collateral Filings, Etc.
Schedule 5.19	Environmental Matters
Schedule 12.4	Notice Addresses

EXHIBITS



	Form of:
Exhibit A-1	Initial Note
Exhibit A-2	Additional Note
Exhibit B	Tax Compliance Certificate
Exhibit C	Registration Rights Agreement
Exhibit D	Management Rights Agreement
Exhibit E	Offer to Repay Notice
Exhibit F-1	Issuer Initiated Conversion Notice
Exhibit F-2	Note Holder Initiated Conversion Notice
Exhibit F-3	Repurchase Notice
Exhibit G	EIG Indemnification Agreement
Exhibit H	Equity Contribution Agreement
Exhibit I-1	Sullivan & Cromwell LLP Closing Date Opinion
Exhibit I-2	Sullivan & Cromwell LLP Second Phase Funding Date Opinion
Exhibit J-1	Issuer Pledge Agreement
Exhibit J-2	Parent Pledge Agreement
Exhibit K-1	Closing Date Certificate
Exhibit K-2	Second Phase Funding Date Certificate
Exhibit L	Letter to Co-Placement Agents

¹ To be delivered at the Closing and to be updated in connection with the occurrence of the Second Phase Funding Date.

This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, this “Agreement”) is dated as of March 1, 2015 among CHENIERE CCH HOLDCO II, LLC, a Delaware limited liability company (“Issuer”), EIG MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as administrative agent for the Note Holders (“Technical Agent”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as administrative agent for the Note Holders (in such capacity, “Administrative Agent”) and as collateral agent for the Note Holders (“in such capacity, “Collateral Agent”), each Person identified as a Note Purchaser on the signature pages hereto (collectively, “Note Purchasers”), and, solely for purposes of acknowledging and agreeing to Section 9, CHENIERE ENERGY, INC., a Delaware corporation (“Parent”). Each Note Purchaser and any other registered holder of the Notes (as hereinafter defined) hereunder is referred to as a “Note Holder” and collectively, as “Note Holders.”

RECITALS

A. On January 16, 2015, Issuer, Technical Agent, Collateral Agent, Note Purchasers and Parent entered into the Note Purchase Agreement (the “Original Note Purchase Agreement”), and this Agreement amends and restates the Original Note Purchase Agreement in its entirety.

B. Parent directly owns all of the outstanding Equity Interests in Issuer.

C. Issuer directly owns all of the outstanding Equity Interests in Cheniere CCH HoldCo I, LLC, a Delaware limited liability company (“CCH Direct Parent”), the direct owner of all of the outstanding Equity Interests in Cheniere Corpus Christi Holdings, LLC, a Delaware limited liability company (“CCH”).

D. CCH is the owner of 100% of the Equity Interests of each of Corpus Christi Liquefaction, LLC (“CCL”) and Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC (collectively, “CCP”).

E. CCL intends to develop, construct, operate, maintain and own the Terminal Facility and CCP intends to develop, construct, operate, maintain and own the Pipeline, and CCL and CCP are each engaged in certain construction and development activities in respect of the Project.

F. CCH intends to enter into a senior secured construction and term loan facility made available by various banks and other financial institutions to finance a majority of the Project Costs (the “CCH Senior Financing”).

G. Issuer wishes to obtain funds in an aggregate principal amount of $1,500,000,000 (the “Issuer Financing”) in order (i) to fund a portion of the Project Costs and (ii) to pay fees and expenses associated with the financing contemplated hereunder.

H. Subject to the terms and conditions set forth herein, Note Purchasers are willing to provide the Issuer Financing to Issuer.

Accordingly, the parties hereby agree as follows:


SECTION1	DEFINITIONS

1.1Certain Defined Terms

The following terms used in this Agreement shall have the following meanings:

“Acceptable Debt Service Reserve LC” means an “Acceptable Debt Service Reserve LC” as that term is defined in the CCH Senior Financing Documents, or if the CCH Senior Financing is repaid in full prior to the Discharge Date, the corresponding term as defined in the Permitted Senior Debt Documents.

“Account Bank” means the Security Trustee acting in its capacity as such or the bank designated by the Project Entities at which secured Accounts are established, in each case pursuant to the Permitted Senior Debt Documents.

“Account Collateral” has the meaning set forth in subsection 6.7C.

“Account Control Agreement” means (a) with respect to any deposit account, each deposit account control agreement among Issuer, Collateral Agent on behalf of the Secured Parties and a Depositary Bank, and (b) with respect to any securities account, each securities account control agreement among Issuer, Collateral Agent on behalf of the Secured Parties and a Securities Intermediary, in each case, which (i) is in form and substance reasonably satisfactory to Technical Agent and (ii) perfects Collateral Agent’s Priority Lien (subject to the Excepted Liens) in the applicable Account Collateral.

“Accounts” means the segregated, secured, and non-interest-bearing accounts and any related sub-accounts established for the Project pursuant to the Permitted Senior Debt Documents (and, for the avoidance of doubt does not include any account of the Subject Companies).

“Additional Notes” has the meaning set forth in subsection 10.3.

“Additional Note Documents” means any documents or agreements relating to the transactions contemplated hereby entered into by any Note Document Party with Note Holders, Technical Agent, Administrative Agent or Collateral Agent after the Closing Date.

“Additional Proceeds Prepayment Account” means the account in the name of CCH identified as the “Additional Proceeds Prepayment Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents.

“Additional Senior Debt” means additional senior secured debt incurred by the Project Entities as any such Project Entity may be permitted to incur under all Senior Debt Instruments then in effect and subject to the terms and conditions in such Senior Debt Instruments to the incurrence of such debt, including senior secured debt consisting of Replacement Senior Debt, PDE Senior Debt, Working Capital Debt and Expansion Senior Debt.

“Additional Train” means any LNG liquefaction train in addition to the Base Trains.

“Additional Train COD” means the date on which all Additional Trains for which the Project Entities have reached a positive final investment decision have become commercially operable.

“Administrative Agent” has the meaning set forth in the preamble hereof and shall include any successor agent appointed in accordance with subsection 12.9F.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise. For the purposes of the Note Documents, none of the Note Holders will be an Affiliate of Issuer or Parent.

“Agent” has the meaning set forth in the preamble hereof and shall include any successor agent appointed in accordance with subsection 12.9F.

“Aggregate Amounts Due” has the meaning set forth in subsection 12.7.

“Aggregate Share Cap” means a number of shares of Parent Common Stock equal to 47,108,466. The Aggregate Share Cap will be adjusted for any stock split or reverse stock split, as determined by the Issuer after consultation with the Independent Financial Expert.

“Agreement” has the meaning set forth in the preamble hereof.

“Anti-Terrorism and Money Laundering Laws” means any of the following (a) Section 1 of Executive Order 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism and the associated Global Terrorism Sanctions Regulation (Title 31, Part 594 of the US Code of Federal Regulations), (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the US Code of Federal Regulations), (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the US Code of Federal Regulations), (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the US Code of Federal Regulations), (e) the USA Patriot Act of 2001 (Pub. L. No. 107-56) (the “Patriot Act”), (f) the US Money Laundering Control Act of 1986, (g) the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq., (h) Laundering of Monetary Instruments, 18 U.S.C. section 1956, (i) Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957, (j) the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations (Title 31 Part 103 of the US Code of Federal Regulations), (k) any other similar federal Requirement of Law having the force

of law and relating to money laundering, terrorist acts or acts of war, and (l) any regulations promulgated under any of the foregoing.

“Applicable Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and all laws, rules, and regulations of any jurisdiction applicable to any of the Subject Companies at the relevant time concerning or relating to bribery or corruption.

“Applicable EPC Contract” means (a) unless and until the Second Phase Funding Date has occurred, the EPC Contract (T1/T2) and (b) on or following the Second Phase Funding Date, both of the EPC Contracts.

“Applicable Exchange” means the stock exchange on which the Parent Common Stock is listed.

“Asset Sale” means any sale, lease (as lessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor), transfer or other disposition or any exchange by CCH Direct Parent or any Project Entity of such Person’s Properties, other than (i) with respect to CCH Direct Parent, any sale, assignment, conveyance, transfer or other disposition or exchange permitted by subsection 7.6 or (ii) with respect to any Project Entity, (a) transfers between or among the Project Entities, (b) dispositions in compliance with any applicable court or governmental order, (c) dispositions of obsolete, superfluous or replaced assets, or assets that are not, or cease to be, necessary for the construction and operation of the Project substantially in the manner contemplated by the Note Documents and the Permitted Senior Debt Documents, (d) sales or other dispositions by CCL of LNG in accordance with any LNG SPAs as are permitted under the Permitted Senior Debt Documents or other assets in the ordinary course of the LNG business, (e) sales by the Project Entities of natural gas in the ordinary course of business, (f) sales, transfers or dispositions of Cash Equivalents and Permitted Investments, (g) liquefaction and other services in the ordinary course of business of the Project Entities, (h) settlement, release, waiver or surrender of contract, tort or other claims in the ordinary course of business or a grant of a Lien not prohibited by the Note Documents, with respect to CCH Direct Parent, or the Permitted Senior Debt Documents, with respect to the Project Entities, (i) the transfer or novation of Permitted Hedging Instruments in accordance with the Permitted Senior Debt Documents, (j) conveyance of gas interconnection or metering facilities to gas transmission companies and conveyance of electricity substations to electricity providers pursuant to its electricity purchase arrangements for operating the Project, and (k) dispositions of other property of a Project Entity if such Project Entity replaces such property within 180 days following such disposition or has obtained a commitment to replace such property within 180 days following such disposition and replaces such property within 270 days following such disposition.

“Availability Period” means, with respect to the Term Loans, the Term Loan Availability Period, and with respect to any other Loans, the period commencing on the date of first disbursement of such Loans and ending on the date of the termination or cancellation of all remaining Facility Debt Commitments pursuant to the terms of the corresponding Facility Agreement.

“Averaging Period” has the meaning set forth in subsection 9.8A.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, that such Person shall generally be unable to pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted against such Person in a court of competent jurisdiction or by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Bankruptcy Law, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceedings (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its Property) shall occur, or such Person shall take any corporate action to authorize any of the foregoing actions.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and any similar federal, state or foreign law for the relief of debtors affecting the rights of creditors generally.

“Base Case Forecast” means the base case forecast attached hereto as Schedule 1.1A, as shall be updated in accordance with subsection 6.7E.

“Base Committed Quantity” means the base committed quantity of LNG required under the Permitted Senior Debt Documents to be contracted to be sold pursuant to LNG SPAs.

“Base Interest” has the meaning set forth in subsection 3.2B(i).

“Base Trains” means (a) unless and until the Second Phase Funding Date has occurred, Train One and Train Two and (b) on or following the Second Phase Funding Date, Train One, Train Two and Train Three.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Business Day” means any day excluding Saturday and Sunday on which banks are generally authorized to be open for business in New York City.

“Business Interruption Insurance Proceeds” means all proceeds of any insurance policies required by the Permitted Senior Debt Documents or otherwise obtained with respect to

the Project Entities or the Project insuring the Project Entities against business interruption or delayed start-up.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash” means money, currency or a credit balance in any demand or deposit account.

“Cash Equity Funding” means cash contributions made, directly or indirectly, to CCH by Parent or an Affiliate of Parent (other than any Subsidiary of CCH) in the form of Equity Funding, including, for the avoidance of doubt, the proceeds of the Initial Notes to the extent such proceeds are contributed to CCH.

“Cash Equivalents and Permitted Investments” means any Dollar-denominated investments that are:

(a)direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America (or any instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case, maturing within one year from the date of acquisition thereof;

(b)investments in marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case, maturing within one year from the date of acquisition thereof and having, at such date of acquisition, a credit rating of “A” or higher from S&P or from Moody’s (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency);

(c)commercial paper or tax exempt obligations having one of the two highest ratings obtainable from Moody’s or S&P (or, if at such time, neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency) and, in each case, maturing within one year of acquisition thereof;

(d)investments in certificates of deposit, bankers’ acceptances and time deposits maturing or putable within one year from the date of acquisition thereof issued or guaranteed or placed with, and money market deposit accounts issued or offered by, any domestic office of (i) a commercial bank organized under the laws of the United States of America or any state thereof or (ii) a licensed branch of a foreign bank organized under the laws of any member country of the Organization for Economic Co-Operation and Development, in either case, that has a combined capital and undivided surplus and undivided profits of at least $500 million;

(e)fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the criteria described in clause (d) of this definition; or

(f)money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 (or any successor rule) under the Investment Company Act of 1940; (ii) are rated either AAA by S&P and Aaa by Moody’s or at least 95% of the assets of which constitute Cash Equivalents and Permitted Investments described in clauses (a) through (e) of this definition and/or Dollars; and (iii) have portfolio assets of at least $500 million.

“Cash Flow” means, with respect to any period, all funds received or, as applicable in the relevant context, projected to be received by the Project Entities during such period, including:

(a)fees and other amounts received by CCL under the LNG SPAs;

(b)earnings on funds held in the secured Accounts of the Project Entities pursuant to the CCH Senior Financing Documents or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, pursuant to the Permitted Senior Debt Documents (excluding interest and investment earnings that accrue on the amounts on deposit in any of the Senior Debt Service Reserve Account or any account established to prefund interest on any Senior Debt, if any, in any case, that are not transferred to the Revenue Account pursuant to the Common Security and Account Agreement);

(c)any amounts deposited in the Insurance/Condemnation Proceeds Account to the extent applied to the payment of Operation and Maintenance Expenses or Project Costs in accordance with Section 5 (Insurance and Condemnation Proceeds and Performance Liquidated Damages) of the Common Security and Account Agreement (or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, in accordance with the Permitted Senior Debt Documents);

(d)all cash paid to any Project Entity during such period as Business Interruption Insurance Proceeds;

(e)proceeds from the transfer, sale or disposition of assets or rights of any Project Entity in the ordinary course of business in accordance with Section 12.17 (Sale of Project Property) of the Common Terms Agreement, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, in accordance with the provisions of the Permitted Senior Debt Documents (other than as set forth in sub-clause (iii) below) to the extent such proceeds have been or will be used to pay Operation and Maintenance Expenses;

(f)amounts paid under any Material Project Agreement; and

(g)amounts received under Permitted Hedging Instruments other than in respect of interest rates,

but excluding, in each case:

(i)all amounts required to be deposited in the Insurance/Condemnation Proceeds Account used to reimburse Equity Funding;

(ii)proceeds of third-party liability insurance;

(iii)proceeds of the sale of assets permitted by Section 12.17(c) or (l) (Sale of Project Property) of the Common Terms Agreement (or, if the CCH Senior Financing is repaid in full prior to Discharge Date, the corresponding provisions of the Permitted Senior Debt Documents) unless and until applied to procure a replacement for such assets;

(iv)proceeds of Senior Debt and other Indebtedness (as defined in the Permitted Senior Debt Documents) (and corresponding amounts received by the Project Entities pursuant to any guarantees) permitted by Section 12.14 (Limitation on Indebtedness) of the Common Terms Agreement (or, if the CCH Senior Financing is repaid in full prior to Discharge Date, corresponding to the relevant provisions of the Permitted Senior Debt Documents) other than amounts received under Permitted Hedging Instruments included under clause (g) above; and

(v)Equity Funding from Parent or any direct or indirect holders of equity interests of CCH; and any cash deposited into the Additional Proceeds Prepayment Account.

“Cash Flow Available for Debt Service” means, for any period, the amount that is equal to (a) Cash Flow minus (b) Operation and Maintenance Expenses, in each case for such period; provided that Operation and Maintenance Expenses included in the calculation of Historical Holdco DSCR and Projected Holdco DSCR will exclude (i) that portion of Operation and Maintenance Expenses arising prior to the Project Completion Date that are Project Costs and (ii) Operation and Maintenance Expenses arising from and after the Project Completion Date relating to expenditure on items that were, as of the Project Completion Date, outstanding or punch list items under the Applicable EPC Contracts that are paid out of Senior Debt or Equity Funding.

“Casualty Event” means a casualty event that causes all or a portion of the Property of any Project Entity to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, other than (a) ordinary use and wear and tear and (b) any Event of Eminent Domain.

“CCH” has the meaning set forth in the recitals hereto.

“CCH Board” has the meaning set forth in subsection 6.12.

“CCH Direct Parent” has the meaning set forth in the recitals hereto.

“CCH Senior Creditor” means a provider of Senior Debt that benefits from the Common Security and Account Agreement (or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, the corresponding Permitted Senior Debt Document), including the

Facility Lenders, any Senior Noteholders and each Hedging Bank that is party to the Common Security and Account Agreement (or the corresponding Permitted Senior Debt Document).

“CCH Senior Creditor Group Representative” means, with respect to any Senior Creditor Group (as that term is defined in the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, the corresponding term in the Permitted Senior Debt Documents), the representative of such Senior Creditor Group duly appointed under or as set forth in the Common Security and Account Agreement (or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, the corresponding Permitted Senior Debt Document).

“CCH Senior Financing” has the meaning set forth in the recitals hereto.

“CCH Senior Financing Documents” means the definitive documents evidencing the CCH Senior Financing, including any loan or credit agreement, the Common Terms Agreement, the Common Security and Account Agreement, all other security documents and other ancillary documents associated therewith.

“CCL” has the meaning set forth in the recitals hereto.

“CCP” has the meaning set forth in the recitals hereto.

“CCP Pipeline Precedent Agreement” means the transportation precedent agreement, dated July 21, 2014, between CCP and CCL pursuant to which a firm transportation capacity is secured through the Pipeline.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act.

“Change of Control” means, at any time, the occurrence of any of the following:

(a)Parent shall fail to legally and beneficially own at least a majority of the common equity of Issuer and a majority of the Voting Interests of Issuer, or otherwise have the power to direct or cause the direction of the management or policies of, and otherwise control Issuer;

(b)any merger, consolidation or other combination of Parent with or into any other entity and Parent does not constitute the surviving entity (other than Parent merging, consolidating or combining with or into another wholly owned Subsidiary of Parent);

(c)a sale of all or substantially all of the assets of Parent;

(d)a dissolution of Parent; or

(e)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the beneficial owners, directly or indirectly, of 50% or more on a fully diluted basis of the Voting Interests of Parent.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:

(a) the adoption or taking effect of any applicable Requirements of Law, (b) any change in any applicable Requirements of Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) without limiting the foregoing, the making or issuance of any applicable request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Chief Financial Officer” means, as to any Person, the individual performing on behalf of such Person the duties customarily performed by a chief financial officer of a business corporation, whether or not such individual has been appointed as the “chief financial officer” of such Person.

“Closing” has the meaning set forth in subsection 2.1B.

“Closing Date” has the meaning set forth in subsection 2.1B.

“CMI” means Cheniere Marketing, LLC, a limited liability company organized in accordance with the laws of the state of Delaware.

“CMI Export Authorization Letter” means the letter agreement pursuant to which CMI undertakes to comply in all material respects with the terms of the FTA Authorization and the Non-FTA Authorization, in each case for so long as it is a party to each such Export Authorization.

“Co-Placement Agents” means Morgan Stanley & Co. LLC and Goldman, Sachs & Co.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all property and interests in property now owned or hereafter acquired by a Note Document Party upon which a Lien has been or is purported or intended to have been granted to the Collateral Agent or any Secured Party under any Security Documents.

“Collateral Agent” has the meaning set forth in the preamble and shall include any successor collateral agent appointed in accordance with subsection 12.9F.

“Commercial Operation Date” means (a) unless and until the Second Phase Funding Date has occurred, the last to occur of Substantial Completion (T1) and Substantial Completion (T2); provided that if each of the Second Phase CP Date and the Initial Second Phase Advance occurs on or before the date on which the Second Phase Facility Debt Commitments expire pursuant to the terms of the CCH Senior Financing Documents, unless and until the Second Phase Funding Date has occurred, the Commercial Operation Date shall be the later of (i) the date on which both Substantial Completion (T1) and Substantial Completion (T2) have occurred and (ii) the date that is the 58-month

anniversary of the date on which the NTP (as defined in the EPC Contract (T1/T2)) is issued under the EPC Contract (T1/T2); provided that the 58-month period referred to in this clause (ii) shall be reduced on a day-for-day basis for each day with respect to which Issuer pays Pre-Issuance Accrued Interest on the Closing Date, with such day-for-day reduction to be calculated by deeming such NTP to have been issued one day earlier than the actual date of issuance for each day in respect of which Pre-Issuance Accrued Interest accrues; and (b) on or following the Second Phase Funding Date, the last to occur of Substantial Completion (T1), Substantial Completion (T2) and Substantial Completion (T3).

“Commitment Letter” means the Commitment Letter, dated November 10, 2014, by and among Parent, Technical Agent and Issuer (pursuant to the Joinder thereto, dated January 16, 2015, executed by Issuer) and as modified and superseded by the Fee Letter.

“Common Security and Account Agreement” means the Common Security and Account Agreement entered into in connection with the CCH Senior Financing.

“Common Terms Agreement” means the Common Terms Agreement entered into in connection with the CCH Senior Financing.

“Confidential Information” means all information received from an Issuer Party or any of their respective Affiliates or advisers relating to any of them, their businesses or the Project, other than any such information (a) available through public records or otherwise in the public domain at the time of its disclosure or thereafter, other than as a result of a disclosure by Technical Agent, Administrative Agent or any Note Holder or any of their respective Affiliates or advisers in breach of this Agreement or other obligations of confidentiality, (b) already in the possession of Technical Agent, Administrative Agent or Note Holders prior to disclosure by an Issuer Party or any of their respective Affiliates or advisers and that was not previously acquired by Technical Agent, Administrative Agent, Note Holders or their respective representatives directly or indirectly from an Issuer Party or any of their respective Affiliates or advisers or that was independently developed by Technical Agent, Administrative Agent or Note Holders without access to the Confidential Information, (c) lawfully acquired by Technical Agent, Administrative Agent or Note Holders from a third party (other than an Issuer Party or any of their respective Affiliates or advisers) and not known by Technical Agent, Administrative Agent or Note Holders to be prohibited from so disclosing such information to Technical Agent, Administrative Agent or Note Holders by a legal, contractual, fiduciary or other obligation; provided that such information shall immediately become Confidential Information if, and at such time as, Technical Agent, Administrative Agent, the Note Holders or their respective representatives become aware that the discloser of such information was subject to an obligation not to disclose the same to such party, or (d) that was independently developed by Technical Agent, Administrative Agent, Note Holders or their respective representatives without the use of the Confidential Information.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ConocoPhillips License Agreements” means the Technology License (T1/T2) and Technology License (T3).

“Constituent Documents” means with respect to any Person, (a) to the extent such Person is a corporation, the certificate or articles of incorporation and the by-laws of such Person, (b) to the extent such Person is a limited liability company, the certificate of formation or articles of formation or organization and operating or limited liability company agreement of such Person and (c) to the extent such Person is a partnership, joint venture, trust or other form of business, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization or formation of such Person.

“Contest” means, with respect to any matter or claim involving any Person, that such Person is contesting such matter or claim in good faith and by appropriate proceedings timely instituted; provided that the following conditions are satisfied: (a) such Person has posted an appropriate bond or other security or has established appropriate reserves with respect to the contested items in accordance with GAAP, (b) during the period of such contest, the enforcement of any contested item is effectively stayed and (c) such contest could not reasonably, individually or in the aggregate, be expected to, have a Material Adverse Effect.

“Contractual Obligation” means, as to any Person, any contractual provision of any security issued by such Person or of any indenture, mortgage, deed of trust, contract, agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“Construction Budget and Schedule” means (a) a budget initially attached as a schedule to the Common Terms Agreement setting forth the timing and amount of projected payments of Project Costs and (b) a schedule initially attached as a schedule to the Common Terms Agreement setting forth the proposed engineering, procurement, construction and testing milestone schedule for the Project’s development, each as may be amended, supplemented, or otherwise modified as permitted by the Permitted Senior Debt Documents.

“Conversion Date” means a Note Holder Initiated Conversion Date or an Issuer Initiated Conversion Date, as applicable.

“Conversion Price” has the meaning set forth in subsection 9.8A.

“Conversion Rate” has the meaning set forth in subsection 9.8A.

“Corporate Trust Office” means the office of Collateral Agent or Administrative Agent, as applicable, at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this Agreementas of the Fourth Amendment Effective Date is located at the address specified in Schedule 12.4 hereto, or such other address as the Collateral Agent or Administrative Agent, as applicable, may designate from time to time by notice to Issuer and Agent, Technical Agent and Collateral Agent or Administrative Agent, as applicable, or the principal corporate trust office of any successor to Collateral Agent or Administrative Agent, as applicable (or such other address as such successor to Collateral Agent or Administrative Agent, as applicable, may designate

from time to time by notice to Issuer and Agent, Technical Agent and Collateral Agent or Administrative Agent, as applicable).

“CQP” means Cheniere Energy Partners, LP.

“CTA Signing Date” means the date on which the Common Terms Agreement is executed in full.

“Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “LNG US <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable or in Issuer’s commercially reasonable judgment (following consultation with an Independent Financial Expert) is manifestly incorrect, the market value of one share of the Parent Common Stock on such VWAP Trading Day determined, using a volume-weighted average method, by an Independent Financial Expert). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Date Certain” means (i) unless and until the Second Phase Funding Date has occurred, the last DFCD Deadline to occur under any of the Qualifying LNG SPAs delivered to the Intercreditor Agent pursuant to the conditions precedent in Section 4.1(b)(i) (Conditions to Closing) of the Common Terms Agreement, which date shall have been notified to the Technical Agent pursuant to subsection 4.1A and (ii) on or following the Second Phase Funding Date, the last DFCD Deadline to occur under any of the Qualifying LNG SPAs delivered to the Intercreditor Agent pursuant to the conditions precedent in Section 4.3(b)(i) (Conditions to Second Phase Expansion) of the Common Terms Agreement, which date shall have been notified to the Technical Agent pursuant to subsection 4.2B(v).

“Date of First Commercial Delivery” or “DFCD” has the meaning given to such term in the applicable LNG SPA.

“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Obligations of such Person as lessee under Capitalized Leases, (f) all Obligations of such Person under acceptance, letter of credit or similar facilities, and all drafts drawn thereunder, (g) all Obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid interests, (h) net payments that such Person would have to make in the event of an early

termination on the date Debt of such Person is being determined in respect of outstanding Hedge Agreements (such payments in respect of any such agreements with a counterparty being calculated subject to and in accordance with any netting provisions in such agreement), (i) all Guaranteed Debt of such Person and (j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations, provided that in no event shall (A) deferred compensation arrangements, (B) earn-out, non-compete or consulting obligations, (C) earn-out obligations until such obligations are earned or mature in accordance with GAAP, or (D) working capital or other adjustments to purchase price or indemnification obligations under purchase agreements, in each case, constitute Debt of a Person for the purposes of subsection 7.2.

“Deemed Cash Interest Payments” means the undiscounted stream of all scheduled quarterly cash interest payments assuming that for all scheduled quarterly cash interest payments following the Commercial Operation Date Issuer pays the stated interest rate on the Notes in cash. If the Commercial Operation Date has not yet occurred, then for purposes of calculating the Deemed Cash Interest Payments, it is assumed that the Commercial Operation Date is achieved on (i) unless and until the Second Phase Funding Date has occurred, the date that is the Guaranteed Substantial Completion Date for Subproject 2 (as defined in the EPC Contract (T1/T2)) after giving effect to the issuance of any change orders or amendments entered into in connection therewith and (ii) on or following the Second Phase Funding Date, (A) at any time prior to the issuance of the NTP (as defined in the EPC Contract (T3)), March 1, 2021 or (B) at any time on or after the date on which the NTP (as defined in the EPC Contract (T3)) is issued, the date that is the Guaranteed Substantial Completion Date (as defined in the EPC Contract (T3)) after giving effect to the issuance of any change orders or amendments entered into in connection therewith.

“Default” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Default Interest Rate” means a rate per annum equal to (i) the rate payable under subsection 3.2B(i) as Base Interest plus (ii) three percent (3%).

“Depositary Bank” means a third party bank or other financial institution in which Issuer maintains a deposit account (as such term is defined in the Uniform Commercial Code) reasonably satisfactory to Technical Agent, together with its successors and permitted assigns, provided that The Bank of New York Mellon and any Affiliates thereof shall be deemed to be reasonably satisfactory to Technical Agent.

“Development” has the meaning set forth in the Common Terms Agreement.

“DFCD Deadline” means, with respect to any Qualifying LNG SPA, the date that is 60 days prior to the date on which the applicable LNG Buyer would have the right to terminate its respective Qualifying LNG SPA for any failure to achieve the DFCD by such date, as extended by any waivers, modifications or amendments to such Qualifying LNG SPA in accordance with

the Permitted Senior Debt Documents, but without giving effect to cure rights under any agreement between such LNG Buyer and the Security Trustee or any other secured parties under the Permitted Senior Debt.

“Disbursement Account” means the account in the name of CCH identified as the “Disbursement Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents.

“Discharge Date” means the date on which all the Note Obligations have been paid and discharged in full in cash or, to the extent such Note Obligations are converted in accordance with Section 9, shares of Parent Common Stock, and the Note Document Parties have no payment obligations (other than unasserted contingent reimbursement or indemnity obligations that by their nature expressly survive termination of this Agreement or any other applicable Note Document) to any Secured Party under the Note Documents.

“Distributed Property” has the meaning set forth in subsection 9.8B(iii).

“Distribution Conditions” means:

(a)no Default or Event of Default has occurred and is continuing or would occur or did occur as a result of the applicable Restricted Payment;

(b)the Commercial Operation Date has occurred; and

(c)the Historical Holdco DSCR for the prior four quarters ending on the most recently ended Fiscal Quarter (or in the case of the first three Fiscal Quarters following the Commercial Operation Date, the annualized Historical Holdco DSCR for the period from the Commercial Operation Date until the most recently ended Fiscal Quarter) is equal to or greater than 1.20:1.00 and (ii) the Projected Holdco DSCR for the next succeeding four Fiscal Quarters is equal to or greater than 1.20:1.00.

“Disqualified Note Holder” means Note Holders that are (i) competitors and Affiliates of competitors of Parent or any of its Subsidiaries identified on Schedule 1.1B or otherwise notified to Administrative Agent in writing by Issuer (acting reasonably and in good faith) from time to time, but not more than once in any calendar quarter or (ii) hedge funds or Persons that are determined by the Issuer (acting reasonably and in good faith) to be activist investors.

“DOE” means the United States Department of Energy.

“Dollars” or “$” means lawful currency of the United States of America.

“EIG Indemnification Agreement” means that certain Tax Indemnity and Gross Up Agreement, to be dated as of the Closing Date, by and between Issuer, Parent and EIG MC and in the form attached as Exhibit G hereto.

“EIG MC” means EIG Management Company, LLC.

“EIG Note Holder” means a Note Holder that is a fund, account or company managed by EIG MC or one of its controlled Affiliates.

“Eligible Conversion Date” means (a) with respect to the Initial Closing Date Notes, the Eligible Conversion Date for the Initial Closing Date Notes, (b) with respect to the Initial Second Phase Notes, the Eligible Conversion Date for the Initial Second Phase Notes and (c) with respect to any Additional Notes, the Eligible Conversion Date for the Additional Notes.

“Eligible Conversion Date for the Additional Notes” means (i) unless and until the Second Phase Funding Date has occurred, the Eligible Conversion Date for the Initial Closing Date Notes and (ii) on or following the Second Phase Funding Date, the Eligible Conversion Date for the Initial Second Phase Notes.

“Eligible Conversion Date for the Initial Closing Date Notes” means the later of (i) the date on which both Substantial Completion (T1) and Substantial Completion (T2) have occurred and (ii) the date that is the 58-month anniversary of the date on which the NTP (as defined in the EPC Contract (T1/T2)) is issued under the EPC Contract (T1/T2); provided that the 58-month period referred to in this clause (ii) shall be reduced on a day-for-day basis for each day with respect to which Issuer pays Pre-Issuance Accrued Interest on the Closing Date, with such day-for-day reduction to be calculated by deeming such NTP to have been issued one day earlier than the actual date of issuance for each day in respect of which Pre-Issuance Accrued Interest accrues.

“Eligible Conversion Date for the Initial Second Phase Notes” means the last to occur of Substantial Completion (T1), Substantial Completion (T2) and Substantial Completion (T3).

“Environmental Claim” means any administrative, regulatory or judicial action, suit, judgment or other legal action (collectively, a “claim”) by any Person alleging or asserting liability for investigatory costs, response, cleanup or other remedial costs, legal costs, environmental consulting costs, governmental environmental response costs, damages to natural resources or other property, personal injuries, fines or penalties arising out of (a) the presence, Release or threatened Release into the environment, of any Hazardous Material at any location, whether or not owned by the Person against whom such claim is made, or (b) any violation of any Environmental Law. The term “Environmental Claim” will include any claim by any Person or Governmental Authority for enforcement, cleanup, removal, response, remedial action or damages pursuant to any Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief under any Environmental Law.

“Environmental Laws” means all federal, state, and local statutes, laws, regulations, rules, judgments (including all tort causes of action), orders or decrees, in each case as modified and supplemented and in effect from time to time concerning the regulation, use or protection of the environment, coastal resources, protected plant and animal species, human health and safety as it relates to Hazardous Material exposure or to Releases or threatened Releases of Hazardous Materials into the environment, including ambient air, soil, surface water, groundwater, wetlands, coastal waters, land or subsurface strata, or otherwise relating to the generation,

manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials but excluding for the avoidance of doubt any laws relating to matters regulated by FERC, DOE, Department of Transportation or OFAC.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any applicable Environmental Law.

“EPC Contract” means, individually or collectively (as appropriate), the EPC Contract (T1/T2) and the EPC Contract (T3).

“EPC Contract (T1/T2)” means the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 1 Liquefaction Facility, dated as of December 6, 2013, by and between CCL and the EPC Contractor.

“EPC Contract (T3)” means the Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 6, 2013, by and between CCL and the EPC Contractor.

“EPC Contractor” means Bechtel Oil, Gas and Chemicals, Inc.

“Equity Contribution” has the meaning set forth in subsection 4.1L(ii).

“Equity Contribution Agreement” means the equity contribution agreement dated on or prior to the Closing Date between the Parent and CCH and, subject to subsection 4.1L(i), substantially in the form attached as Exhibit H hereto.

“Equity Funding” means contributions made to CCH in the form of Subordinated Debt, equity funding and payment of costs incurred by the Project Entities and cash flows from the Project that are applied or committed to be applied towards certain costs, in each case as permitted by the Permitted Senior Debt Documents.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“Equity Proceeds Account” means the account in the name of CCH identified as the “Equity Proceeds Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents

“ERISA” means the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any Person, or trade or business that is a member of any group of organizations: (a) described in Section 414(b), (c), (m) or (o) of the Code of which Issuer is a member and (b) solely for purposes of potential liability under Section 302(b) of ERISA and Section 412(b) of the Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the Code, described in Section 414(m) or (o) of the Code of which a Subject Company is a member.

“ERISA Event” means:

(a)any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan, other than events for which the 30-day notice period has been waived by current regulation under PBGC Regulation Subsections .27, .28, .29 or .31;

(b)the failure with respect to any Plan to meet the minimum funding requirements of Section 412 or 430 of the Code or Section 302 or 303 of ERISA, whether or not waived;

(c)the filing pursuant to Section 412(c) of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan;

(d)the incurrence by a Subject Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;

(e)the filing of notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA;

(f)the institution of proceedings to terminate a Plan by PBGC or to appoint a trustee to administer any Plan;

(g)the withdrawal by a Subject Company or any of its ERISA Affiliates from a multiple employer plan (within the meaning of Section 4064 of ERISA) during a plan year in which it was a “substantial employer,” as such term is defined under Section 4064 of ERISA, upon the termination of a Multiemployer Plan or the cessation of operations under a Plan pursuant to Section 4062(e) of ERISA;

(h)the incurrence by a Subject Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan;

(i)the attainment of any Plan of “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA;

(j)the receipt by a Subject Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Subject Company or any ERISA Affiliate

of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization or in critical, endangered or seriously endangered status, within the meaning of the Code or Title IV of ERISA;

(k)the failure of a Subject Company or any ERISA Affiliate to pay when due any amount that has become liable to the PBGC, any Plan or trust established thereunder pursuant to Title IV of ERISA or the Code;

(l)the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 436(f) of the Code;

(m)a Subject Company engages in a “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA that is not otherwise exempt by statute, regulation or administrative pronouncement; or

(n)the imposition of a lien under ERISA or the Code with respect to any Plan or Multiemployer Plan.

“Estimated Base Trains Reserve Amount” means, for any Fiscal Quarter, the amount equal to the Estimated Base Trains Debt Service for the first six month period following the Commercial Operation Date.

“Estimated Base Trains Secured Party Fees” means, for any Fiscal Quarter, the product of (i) the amount of the payments and transfers made with respect to Secured Party Fees contemplated by clause (ii) of the definition of Waterfall Amount, multiplied by (ii) a fraction, (x) the numerator of which is the Projected Principal Amount (adjusted, as of any date of determination, to reflect any reductions thereto in accordance with the amortization schedule described in clause (a) of the definition of Estimated Base Trains Senior Debt Service), and (y) the denominator of which is the amount of Senior Debt actually outstanding as of any date of determination; provided that the ratio calculated pursuant to this clause (y) shall never be greater than one.

“Estimated Base Trains Senior Debt Service” means, for any Fiscal Quarter, the sum of (a) the amortization amount for such Fiscal Quarter, set forth in the column or row titled “amortization amount” of Schedule 1.1C in respect of such Fiscal Quarter, determined with respect to the Projected Principal Amount and based on a 19-year amortization schedule providing for level debt service payments (based on a residential mortgage style calculation and not the amortization schedule set forth in the Base Case Forecast) commencing on the first full Fiscal Quarter after the Commercial Operation Date, plus (b) interest payable in respect of such Fiscal Quarter on the Projected Principal Amount (taking into account any reductions thereto in accordance with the amortization schedule described in clause (a) of this definition), calculated using an interest rate equal to the sum, as set forth in the column or row titled “interest rate” of Schedule 1.1C with respect to such Fiscal Quarter, of (i) the seven-year interest rate swap rate on the Closing Date as reflected in the Federal Reserve Statistical Release H.15 plus (ii) 2.50%.

“Event of Default” means the occurrence of any of the events described in subsection 10.1.

“Event of Eminent Domain” means any action or series of actions by any Governmental Authority (a) by which such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes all or a material portion of the Property of any Project Entity (including any Equity Interests of any Project Entity) or (b) by which such Governmental Authority assumes custody or control of the Property (other than immaterial portions of such Property) or business operations of any Project Entity or any Equity Interests of any Project Entity.

“Excepted Liens” means (a) with respect to the Account Collateral, (i) Liens in favor any Depositary Bank or Securities Intermediary of the type described in clause (ii)(d) of the definition of “Permitted Liens”, and (ii) Collateral Agent’s Priority Lien, (b) with respect to the Collateral (as defined in each Pledge Agreement), Collateral Agent’s Priority Lien and (c) statutory or inchoate Liens described in clauses (ii)(a) or (e) of the definition of “Permitted Liens”.

“Excess Senior Reserve Amount” means, with respect to any Fiscal Quarter, the amount (if any) by which the payments and transfers made in respect of the Senior Debt Reserve Shortfall contemplated by clause (v) of the definition of Waterfall Amount during such Fiscal Quarter exceed the amount of payments and transfers that would have been made pursuant to such clause (v) if the Reserve Amount in respect of such Fiscal Quarter had been equal to the applicable Estimated Base Trains Reserve Amount.

“Excess Senior Debt Service” means, with respect to any Fiscal Quarter, (x) the amortization of and payment of interest on, outstanding Senior Debt (but excluding any voluntary prepayments of Senior Debt) during such Fiscal Quarter, less (y) the Estimated Base Trains Senior Debt Service for such Fiscal Quarter; provided, that the Excess Senior Debt Service shall in no event be less than zero.

“Excess Senior Secured Party Fees” means, with respect to any Fiscal Quarter, (x) the payments and transfers made with respect to Secured Party Fees contemplated by clause (ii) of the definition of Waterfall Amount during such Fiscal Quarter less (y) the Estimated Base Trains Secured Party Fees for such Fiscal Quarter; provided, that the Excess Senior Secured Party Fees shall in no event be less than zero.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Note Holder, Administrative Agent or any other recipient of any payment to be made by or on account of any Obligation under any Note Document, (i) income, state franchise or similar Taxes imposed on (or measured by) such recipient’s net income, and branch profits Taxes, in each case, (A) imposed as a result of the Note Holder, Administrative Agent or other recipient of any payment to be made by or on account of any Obligation under any Note Document being organized under the laws of, or having its principal office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the

case of a Note Holder, U.S. federal withholding Taxes required by Requirements of Law to be deducted or withheld from any amount payable under the Note Documents to or for the account of such Note Holder pursuant to a law in effect as of the date such Note Holder acquires its interest in the Notes, other than to the extent that, pursuant to subsection 3.5, amounts with respect to such Taxes were payable to such Note Holder’s assignor immediately before such Note Holder became a party hereto, (iii) Taxes arising as a result of a Note Holder’s failure to provide the Prescribed Forms pursuant to subsection 3.5F, (iv) any FIRPTA Taxes, and (v) any U.S. federal withholding Taxes imposed under FATCA.

“Expansion” means any development or construction by the Project Entities of one or more Additional Trains and related facilities, infrastructure and assets.

“Expansion Senior Debt” means additional senior debt incurred to finance an Expansion.

“Export Authorization” means a long-term, multi-contract authorization to export LNG issued by the DOE, including the FTA Authorization and Non-FTA Authorization.

“Facility Agent” means the facility agent under any Facility Agreement, including the Term Loan Facility Agent.

“Facility Agreements” means the Term Loan Facility Agreement and any individual loan facility agreements (not including any Indenture or facility agreement for a “term loan B” financing that CCH has elected to treat as an Indenture) evidencing permitted Replacement Senior Debt, Working Capital Debt, PDE Senior Debt and Expansion Senior Debt (and for which the Facility Agents have acceded to other relevant documentation as required by the Permitted Senior Debt Documents), in each case as required thereby, and “Facility Agreement” shall mean any of the foregoing.

“Facility Debt Commitment” means the aggregate principal amount of Loans and letters of credit that any Facility Lender is committed to disburse to or issue on behalf of CCH under any Facility Agreement.

“Facility Lenders” means the Term Lenders and the lenders under any other Facility Agreements entered into after the CTA Signing Date, and “Facility Lender” shall have a corresponding meaning.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Fee Letter” means the Fee Letter, dated March 1, 2015, by and among Parent, Issuer and Technical Agent.

“Fees” means the Upfront Fee, the commitment fees payable pursuant to subsection 3.2A(ii) and any other fees payable to Technical Agent, Administrative Agent, Collateral Agent or Note Holders in connection herewith.

“FERC” means the Federal Energy Regulatory Commission of the United States or any successor entity performing similar functions.

“Final Maturity Date” means, with respect to each of the Facility Agreements, the date on which all Senior Debt under such Facility Agreement comes due, whether upon acceleration or otherwise.

“FIRPTA Taxes” means any U.S. Taxes imposed under Sections 897 or 1445 of the Code.

“First Notice” has the meaning set forth in subsection 9.10A.

“First Tier Equity Funding” has the meaning set forth in the Common Terms Agreement.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year ending on December 31 of each calendar year.

“Fitch” means Fitch Ratings Ltd. or any successor thereto.

“Fourth Amendment” means that certain Omnibus Amendment 4 to Amended and Restated Note Purchase Agreement, Amendment to Registration Rights Agreement and Technical Agent and Administrative Agent Resignation and Appointment Agreement, dated as of February 18, 2020, by and among Issuer, Parent, Technical Agent, Administrative Agent, Collateral Agent and the Note Holders party thereto.

“Fourth Amendment Effective Date” means the “Effective Date” under and as defined in the Fourth Amendment.

“FTA Authorization” means an Export Authorization DOE/FE Order No. 3164 (2012), as amended by DOE/FE Order No. 3164-A (2014), granting a long-term, multi-contract authorization to export LNG by vessel to free trade agreement nations, issued by the DOE to CMI and CCL.

“Fundamental Amendment” means any amendment, modification or waiver of any provisions of the CCH Senior Financing Documents that would (i) alter CCH’s, CCL’s and CCP’s ability to incur indebtedness (beyond the indebtedness that is permitted by the Common Terms Agreement as in effect on the CTA Signing Date; provided that any amendment, modification or waiver of the CCH Senior Financing Documents that provides for the incurrence of Expansion Senior Debt shall not constitute a Fundamental Amendment pursuant to this clause (i)), (ii) impose limitations on the ability of CCH, CCL or CCP to make restricted payments (beyond the limitations that are set forth in the Common Terms Agreement as in effect on the CTA Signing Date), (iii) permit the imposition of additional Liens on the assets of CCH and its

Subsidiaries (beyond the Liens that are contemplated by the Common Terms Agreement and Common Security and Account Agreement, in each case, as in effect on the CTA Signing Date), (iv) require any additional security or any guarantee from Issuer, CCH Direct Parent or any Subsidiary of Issuer other than CCH and its Subsidiaries, (v) amend, modify or waive any provision relating to any Fundamental Event of Default described in clause (a) or (b) of the definition thereof or (vi) waive any requirements with respect to an LNG Prepayment Obligation other than in connection with a Permitted SPA Prepayment Waiver; provided that it shall not constitute a Fundamental Amendment pursuant to this clause (vi) if CCH makes a prepayment under the CCH Senior Financing Documents on or before the SPA Prepayment Deadline in an amount equal to the amount by which the Debt under the CCH Senior Financing must be reduced such that after giving effect to the applicable prepayment and the event that gave rise to the LNG Prepayment Obligation, the SPA DSCR Prepayment Condition is satisfied. In the event that the CCH Senior Financing is repaid in full prior to the Discharge Date, references in this definition to provisions of the CCH Senior Financing Documents shall be deemed to be references to the corresponding provisions, if any, of the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities.

“Fundamental Event of Default” means (a) the occurrence of a Loan Facility Event of Default under any of the following provisions of the Common Terms Agreement: (i) Section 15.1(a) (Payment Default), (ii) Section 15.1(d) (Bankruptcy), (iii) Section 15.1(e) (Abandonment), (iv) 15.1(f) (Destruction) or (v) 15.1(l) (Failure to Achieve Project Completion Date by Date Certain) (provided that no Fundamental Event of Default shall be deemed to occur with respect to Section 15.1(l) of the Common Terms Agreement (A) for so long as lenders under the CCH Senior Financing have waived any Loan Facility Event of Default under such section or entered into a forbearance agreement or other similar agreement with respect to any Loan Facility Event of Default under such section or (B) for up to 90 days after the occurrence of any Loan Facility Event of Default under such section so long as (x) CCH, CCL and CCP are working in good faith to resolve or cure the event giving rise to such Loan Facility Event of Default under such section and (y) lenders under the CCH Senior Financing have not exercised any remedy with respect to any Loan Facility Event of Default under such section), (b) a breach of Section 12.2(a) (Maintenance of Existence, Etc.) of the Common Terms Agreement and (c) any Project Entity shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Material Debt of such Project Entity when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt. In the event that the CCH Senior Financing is repaid in full prior to the Discharge Date, (1) references in clauses (a)(i) - (iv) and (b) of this definition to provisions of the CCH Senior Financing Documents shall be deemed to be references to the corresponding provisions, if any, of the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities and (2) references in clause (a)(v) of this definition to provisions of the CCH Senior Financing Documents shall be deemed to be references to the corresponding provisions, if any, of the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities if such Permitted Senior Debt Documents contain a definition of “Project Completion”, “Project Completion Date” or a term of similar effect that relates only to the Base Trains; provided, that if the Commercial Operation Date has not yet occurred and if the Permitted Senior Debt Documents for the largest principal amount of then-outstanding

Permitted Senior Debt of the Project Entities do not contain a definition of “Project Completion,” “Project Completion Date” or a term of similar effect or such Permitted Senior Debt Documents contain a definition of “Project Completion,” “Project Completion Date” or a term of similar effect that relates to any Additional Train, it shall constitute a Fundamental Event of Default under this Agreement if the Commercial Operation Date has not occurred on or before the Date Certain.

“Funded Amount” has the meaning set forth in subsection 10.3.

“GAAP” has the meaning specified in subsection 1.2.

“Gas and Electricity Hedging Instruments” means natural gas and electricity swaps, options contracts, futures contracts, options on futures contracts, caps, floors, collars or any other similar arrangements entered into by any Project Entity related to movements in natural gas and electricity prices.

“Gas and Power Supply Services Agreement” means the gas and power supply services agreement in respect of power and gas requirements of the Project to the Terminal Facility.

“Gas Hedge Provider” means any party (other than the Project Entities or their Affiliates) that is a party to a Gas and Electricity Hedging Instrument that is secured pursuant to the Permitted Senior Debt Documents.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether federal, state or local, and any agency, authority, municipality, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including DOE, FERC, the Texas Commission on Environmental Quality, the U.S. Army Corps of Engineers and any supra national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Greenhouse Gas Permit” means the Governmental Authorization issued by the Texas Commission on Environmental Quality under the Prevention of Significant Deterioration for Greenhouses Gases permitting program of the federal Clean Air Act, 42 U.S.C. §7401 et seq., for the Terminal Facility.

“Guaranteed Debt” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other payment Obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary

obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Guaranteed Debt shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranteed Debt is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guaranteed Debt) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Hazardous Materials” means:

(a)any petroleum or petroleum byproducts, flammable materials, explosives, radioactive materials, friable asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls;

(b)any chemicals, other materials, substances or wastes that are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or words of similar import under any Environmental Law; and

(c)any other chemical, material, substance or waste that is now or hereafter regulated under or with respect to which liability may be imposed under Environmental Law.

“Hedge Agreement” means any agreement with respect to any swap, call, cap, collar, floor, forward, future, put, spot or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Hedging Bank” means a hedging bank that has entered into a Permitted Hedging Instrument, and is otherwise permitted to be a “Hedging Bank” under the Permitted Senior Debt Documents.

“Hedging Instruments” means:

(a)Interest Rate Hedging Instruments;

(b)Gas and Electricity Hedging Instruments; and

(c)such other derivative transactions of a similar nature that any Project Entity, or solely for purposes of the definition of the term “Debt” as defined herein, any Person, enters into to hedge risks of any commercial nature.

“Hedging Termination Amount” means any Permitted Hedging Liability falling due as a result of the termination of a Permitted Hedging Instrument or of any other transaction thereunder.

“Historical Holdco DSCR” means for the applicable period, the ratio of:

(a)(i) Cash Flow Available for Debt Service plus (ii) interest and other investment income on Cash Equivalents and Permitted Investments of the Subject Companies, in each case, for such period; to

(b)(i) Senior Debt Obligations incurred or paid in such period, including on the Senior Payment Date that is the last day of such Historical Holdco DSCR period (other than (1) pursuant to voluntary prepayments or mandatory prepayments, (2) LC Costs, (3) interest in respect of the Senior Debt and net amounts under any Permitted Hedging Instrument in respect of interest rates, in each case paid by any Project Entity prior to the end of the Availability Period, (4) Hedging Termination Amounts and (5) Working Capital Debt) plus (ii) the sum of all interest payments in respect of the Notes during such period (assuming, for purposes of this calculation, that all interest on the Notes was paid in cash).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation of any Note Document Party under any Note Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in subsection 12.2C.

“Indenture” means any indenture to be entered into between CCH and the Indenture Trustee pursuant to which one or more series of Senior Notes will be issued, or, at CCH’s option, a facility agreement for a “term loan B” financing, pursuant to which Senior Debt will be incurred.

“Indenture Permitted Payment” has the meaning given to the term “Permitted Payment” in any Indenture pursuant to which Senior Notes are issued; provided that if any Loans are then outstanding, such Senior Notes have been issued at arm’s length in a series of at least $100 million and which is, together with the issuance of any such Senior Notes thereunder, consistent with Loan Facility Permitted Payments or otherwise expressly permitted pursuant to the terms of the Permitted Senior Debt Documents.

“Indenture Trustee” means any trustee appointed in the role of indenture trustee under any Indenture or, with respect to a “term loan B” financing that CCH has elected to be treated as an Indenture, any administrative or other facility agent.

“Independent Engineer” means Arturo Aranda and Merlin Associates, the independent engineer to Technical Agent and Note Holders or, subject to the prior written consent of the Issuer (which shall not be unreasonably withheld, conditioned or delayed), any other Person from time to time appointed by Technical Agent as the successor independent engineer hereunder.

“Independent Financial Expert” means a nationally recognized investment banking firm selected by Issuer; provided that, for purposes of subsection 7.6 and subsection 7.9, such firm shall be reasonably acceptable to Technical Agent.

“Industry Standards” means the technical standards promulgated by the American Petroleum Institute, the American Gas Association, the American Society of Mechanical Engineers, the ASTM (formerly the American Society for Testing and Materials), or the National Fire Protection Association (NFPA).

“Initial Closing Date Notes” has the meaning set forth in subsection 2.1A.

“Initial LNG SPAs” means the

(a)LNG purchase and sale agreements, dated December 4, 2013 (as amended by Amendment No. 1 thereto dated, October 10, 2014) and July 1, 2014, respectively, between CCL and PT Pertamina (Persero);

(b)LNG purchase and sale agreements, dated April 1, 2014 and April 7, 2014, respectively, between CCL and Endesa S.A.;

(c)LNG purchase and sale agreement, dated May 30, 2014, between CCL and Iberdrola, S.A.;

(d)LNG purchase and sale agreement, dated June 2, 2014, between CCL and Gas Natural Fenosa LNG SL;

(e)LNG purchase and sale agreement, dated June 30, 2014, between CCL and Woodside Energy Trading Singapore Pte. Ltd.; and

(f)any additional LNG SPAs included in the definition of “Initial LNG SPAs” set forth in the CCH Senior Financing Documents.

“Initial Notes” means the Initial Closing Date Notes and the Initial Second Phase Notes.

“Initial Second Phase Advance” has the meaning set forth in the Common Terms Agreement.

“Initial Second Phase Notes” has the meaning set forth in subsection 2.2A(i).

“Initial Senior Debt” means the Senior Debt Obligations owing under the Term Loan Facility Agreement.

“Insurance/Condemnation Proceeds Account” means the account in the name of CCH identified as the “Insurance/Condemnation Proceeds Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents.

“Intercreditor Agent” means the intercreditor agent appointed pursuant to the Permitted Senior Debt Documents.

“Investment” in any Person means any loan or advance to such Person, any purchase or other acquisition of any Equity Interests or Debt or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person, including any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (i) or (j) of the definition of “Debt” in respect of such Person.

“Interest Rate Hedging Instrument” means interest rate swaps, option contracts, futures contracts, options on futures contracts, caps, floors, collars or any other similar arrangements entered into by CCH related to movements in interest rates.

“Internal Revenue Service” means the United States Internal Revenue Service.

“International LNG Terminal Standards” means, to the extent not inconsistent with the express requirements of the Permitted Senior Debt Documents, the international standards and practices applicable to the design, construction, equipment, operation or maintenance of LNG receiving, exporting, liquefaction and regasification terminals, established by the following (such standards to apply in the following order of priority): (a) a Governmental Authority having jurisdiction over any Project Entity, (b) the Society of International Gas Tanker and Terminal Operators (“SIGTTO”) (or any successor body of the same) and (c) any other internationally recognized non-governmental agency or organization with whose standards and practices it is customary for reasonable and prudent operators of LNG receiving, exporting, liquefaction and regasification terminals to comply. In the event of a conflict between any of the priorities noted above, the alphabetic priority noted above shall prevail.

“International LNG Vessel Standards” means, to the extent not inconsistent with the express requirements of the Permitted Senior Debt Documents, the international standards and practices applicable to the ownership, design, equipment, operation or maintenance of LNG vessels established by: (a) the International Maritime Organization, (b) the Oil Companies International Marine Forum, (c) SIGTTO (or any successor body of the same), (d) the International Navigation Association, (e) the International Association of Classification Societies, and (f) any other internationally recognized agency or non-governmental organization with whose standards and practices it is customary for reasonable and prudent operators of LNG vessels to comply. In the event of a conflict between any of the priorities noted above, the priority with the alphabetic priority noted above shall prevail.

“Issuer” has the meaning set forth in the preamble hereto.

“Issuer Financing” has the meaning set forth in the recitals hereto.

“Issuer Initiated Conversion” has the meaning set forth in subsection 9.1A.

“Issuer Initiated Conversion Date” means, with respect to any Issuer Initiated Conversion, the date on which the shares of Parent Common Stock subject to the applicable Issuer Initiated Conversion Notice are delivered pursuant to subsection 9.9.

“Issuer Initiated Conversion Notice” means a conversion notice in the form of Exhibit F-1 hereto, which shall be irrevocable other than as set forth in section 2 of the Registration Rights Agreement.

“Issuer Organizational Documents” means the Issuer LLC Agreement and the other Constituent Documents of Issuer.

“Issuer LLC Agreement” means that certain Limited Liability Company Agreement of Issuer dated as of January 13, 2015.

“Issuer Party” means Parent, Issuer and each of Issuer’s Subsidiaries.

“Issuer Pledge Agreement” means that certain Pledge Agreement to be dated as of the Closing Date among Issuer, AgentAdministrative Agent (as successor to EIG Management Company, LLC thereunder) and Collateral Agent, for the benefit of the Secured Parties and in the form attached as Exhibit J-1 hereto.

“Last Reported Sale Price” means, on any Trading Day, the closing sale price per share of Parent Common Stock (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and/or the average ask prices) of the Parent Common Stock on that Trading Day as reported in composite transactions for the principal United States national or regional securities exchange on which the Parent Common Stock is traded. If the Parent Common Stock is not listed for trading on a United States national or regional securities exchange on the relevant Trading Day, the “Last Reported Sale Price” will be the last quoted bid price per share of Parent Common Stock in the over-the-counter market on the relevant Trading Day as reported by OTC Markets Group Inc. or similar organization selected by Issuer. If the Parent Common Stock is not so quoted, the “Last Reported Sale Price” will be the average of the mid-point of the last bid and ask prices per share of Parent Common Stock on the relevant date from a nationally recognized independent investment banking firm selected by Issuer for this purpose.

“LC Costs” means (a) fees, expenses and interest associated with Working Capital Debt and (b) any reimbursement by a Project Entity of amounts paid under a letter of credit that is Working Capital Debt for expenditures that if paid by such Project Entity directly would have constituted Operation and Maintenance Expenses.

“Lien” means any lien, mortgage, deed of trust, deed to secure debt, leasehold mortgage, leasehold deed of trust, leasehold deed to secure debt, pledge, hypothecation, security interest or other charge or encumbrance of any kind including the lien or retained security title of a

conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Liquidated Damages” means any liquidated damages resulting from (a) a delay with respect to the Project that are required to be paid by the EPC Contractor or any other counterparty to a Material Project Agreement for or on account of any delay or (b) the Project’s performance that are required to be paid by the EPC Contractor or any other counterparty to a Material Project Agreement for or on account of any diminution to the performance of the Project.

“LNG” means liquefied natural gas.

“LNG Buyers” means the various buyers under the LNG SPAs entered into with CCL from time to time.

“LNG Prepayment Obligation” means the requirement under Section 8.2 (LNG SPA Mandatory Prepayment) of the Common Terms Agreement to prepay the Debt under the CCH Senior Financing in the event of a breach of Section 8.1 (LNG SPA Maintenance) of the Common Terms Agreement or as required by Section 8.2(a)(ii) of the Common Terms Agreement. In the event that the CCH Senior Financing is repaid in full prior to the Discharge Date, references in this definition to provisions of the CCH Senior Financing Documents shall be deemed to be references to the corresponding provisions, if any, of the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities.

“LNG SPA” means any LNG sale and purchase agreement between CCL and any buyer of LNG.

“Loan Facility Event of Default” means any of the events set forth in Section 15.1 (Loan Facility Events of Default) of the Common Terms Agreement.

“Loan Facility Permitted Payments” means, without duplication as to amounts allowed to be distributed under any other provision of the Permitted Senior Debt Documents, on each Senior Payment Date, the amount necessary for payment to an Affiliate of CCH to enable it to pay its (or for such Affiliate to satisfy any contractual obligation to distribute to its beneficial owners to enable them to pay their) income tax liability with respect to income generated by the Project Entities, determined at the highest combined US federal and State of Texas tax rate applicable to an entity taxable as a corporation in both jurisdictions for the applicable period.

“Loans” means the Senior Debt Obligations created under individual Facility Agreements to be made available by the Facility Lenders.

“Management Rights Agreement” means the Management Rights Agreement to be entered into at Closing between Issuer and the Note Holders party thereto in the form attached as Exhibit D hereto.

“Management Services Agreements” means the agreements between the Project Entities and the Manager for their respective Properties.

“Manager” means Cheniere Energy Shared Services, Inc., a corporation organized under the laws of the state of Delaware, or such other Affiliate of the Project Entities that serves as the manager under the Management Services Agreements.

“Margin Stock” has the meaning specified in Regulation U.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or operations of the Subject Companies and the Project Entities, taken as a whole, (b) the ability of the Note Document Parties to perform their material Note Obligations, (c) the ability of each Note Document Party to pay its Note Obligations when due or (d) the security interests created by or under the relevant Security Documents including the material impairment of the rights of or benefits or remedies available to the Secured Parties.

“Material Debt” means Debt of the Project Entities (other than the CCH Senior Financing) that is outstanding in an aggregate principal amount (or, in the case of any Debt described in clause (g) of the definition thereof, payments calculated to be equal to an amount) of at least $500,000,000.

“Material Project Agreements” means:

(a)the Initial LNG SPAs,

(b)the Second Phase LNG SPAs (as defined in the Train 3 Finance Documents),

(c)EPC Contract (T1/T2),

(d)EPC Contract (T3),

(e)the Technology License (T1/T2),

(f)the Technology License (T3),

(g)the Real Property Documents,

(h)the O&M Agreements,

(i)the CCP Pipeline Precedent Agreement;

(j)the Equity Contribution Agreement;

(k)the Gas and Power Supply Services Agreement;

(l)the CMI Export Authorization Letter;

(m)each other agreement that is a “Material Project Agreement” under the Permitted Senior Debt Documents; and

(n)any Subsequent Material Project Agreement;.

in each case as amended, amended and restated or otherwise modified from time to time in accordance with the terms of the Permitted Senior Debt Documents and this Agreement.

“Material Subsidiary” means a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and the Exchange Act.

“Maturity Date” means the earlier of the tenth anniversary of the Closing Date and the date on which all Note Obligations have become due and payable in full to Note Holders whether upon acceleration or otherwise.

“Merger Event” has the meaning set forth in subsection 9.11.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto which is a nationally recognized rating agency in the United States.

“mtpa” means million metric tonnes per annum.

“Multiemployer Plan” means a “multiemployer plan” as in Section 3(37) of ERISA to which contributions have been made by any Subject Company or any ERISA Affiliate in the past five years and which is covered by Title IV of ERISA.

“Non-FTA Authorization” means the Export Authorization, to be issued by the DOE to CMI and CCL based on the application filed on August 31, 2012, in FE Docket No. 12-97-LNG, as amended on August 15, 2014 (as approved by DOE/FE Order No. 3538 (2014)), in accordance with the Procedures for Liquefied Natural Gas Export Decisions published by the DOE on August 15, 2014, to export LNG to nations with which the United States has not entered into free trade agreements providing for national treatment for trade in natural gas.

“Note Document Party” means Parent, Issuer and CCH Direct Parent.

“Note Documents” means this Agreement, the Notes, the Security Documents, each Additional Note Document, the Management Rights Agreement and the EIG Indemnification Agreement.

“Note Holder” has the meaning set forth in the preamble hereto.

“Note Holder Initiated Conversion” has the meaning set forth in subsection 9.5A.

“Note Holder Initiated Conversion Date” means, with respect to any Note Holder Initiated Conversion, the date on which the shares of Parent Common Stock subject to the applicable Note Holder Initiated Conversion Notice are delivered pursuant to subsection 9.9.

“Note Holder Initiated Conversion Notice” means a completed and manually signed conversion notice provided in the form of Exhibit F-2 hereto, which shall be irrevocable other than as set forth in section 4(a) of the Registration Rights Agreement or in accordance with subsection 9.10.

“Note Holder Observer” has the meaning set forth in subsection 6.12A.

“Note Obligations” means all Obligations of every nature of Issuer or any other Note Document Party now or hereafter existing under or arising out of or in connection with this Agreement and the other Note Documents, including all Notes, in each case together with all extensions or renewals thereof, whether for principal, interest (including Base Interest), any Yield Maintenance Amount, any Fees, any costs, expenses, damages, indemnities, Taxes, payments contemplated under subsection 3.7, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any Note Holder or, Technical Agent, Administrative Agent or Collateral Agent as a preference, fraudulent transfer, transfer at under value or otherwise (including interest that, but for the filing of a petition in bankruptcy or insolvency with respect to any Note Document Party, would accrue on such obligations, whether or not a claim is allowed against such Note Document Party for such amounts in the related bankruptcy or insolvency proceeding).

“Note Purchasers” has the meaning set forth in the preamble hereto.

“Note Register” has the meaning set forth in subsection 12.1A.

“Notes” means, collectively, the Initial Notes and any Additional Notes issued in accordance with this Agreement.

“Notice of Event of Default” has the meaning set forth in subsection 12.9Q.

“O&M Agreements” means the agreements between the Project Entities and the Operator for their respective Properties.

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding under Bankruptcy Law.

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“OFAC Laws” means any laws, regulations, and executive orders relating to the economic sanctions programs administered by OFAC, including the International Emergency Economic Powers Act, 50

U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“Offer to Repay” has the meaning set forth in subsection 3.3B(vi)(a).

“Offer to Repay Notice” has the meaning set forth in subsection 3.3B(vi)(a).

“Offer Settlement Date” has the meaning set forth in subsection 3.3B(vi)(a).

“Operating Account” means the account in the name of CCH identified as the “Operating Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents.

“Operating Budget” means the annual operating plan and budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the relevant calendar year, established pursuant to the Permitted Senior Debt Documents.

“Operating Cash Available for Interest” means, with respect to any Fiscal Quarter ending on or after the Commercial Operation Date, the amount equal to the lesser of (i) the amount of cash interest owed pursuant to subsection 3.2B(i) on the Payment Date immediately succeeding such Fiscal Quarter and (ii):

(a)

if the Project Entities have not made a positive final investment decision with respect to any Additional Train, the Waterfall Amount, plus an amount equal to any expenses or Permitted Finance Costs incurred by the Project Entities in connection with or relating to the development, construction or operation of any Additional Train or Additional Trains (including any related pipelines and facilities or other infrastructure or assets related to such Additional Train or Additional Trains) to the extent payments or transfers in respect of such expenses are made in accordance with clauses (i) through (vii) of the definition of Waterfall Amount during such Fiscal Quarter;

(b)

if the Project Entities have made a positive final investment decision with respect to one or more Additional Trains, until the Additional Train COD, the Waterfall Amount, plus an amount equal to the sum of (without duplication), to the extent paid from operating cash flows or Equity Funding received by the Project Entities pursuant to the Equity Contribution Agreement, (v) any expenses or Permitted Finance Costs incurred by the Project Entities in connection with or relating to the development, construction or operation of such Additional Train or Additional Trains (including any related pipelines and facilities or other infrastructure or assets related to such Additional Train or Additional Trains) to the extent payments or transfers in respect of such expenses are made in accordance with clauses (i) through (vii) of the definition of Waterfall Amount during such Fiscal Quarter, (w) Operation and Maintenance Expenses with respect to any Additional

Train, (x) an amount equal to the Excess Senior Secured Party Fees for such Fiscal Quarter, (y) an amount equal to the Excess Senior Debt Service for such Fiscal Quarter and (z) an amount equal to the Excess Senior Reserve Amount for such Fiscal Quarter, minus an amount equal to any revenues from the operation of any Additional Train during such Fiscal Quarter; and


(c)	if the Project Entities have made a positive final investment decision with respect to one or more Additional Trains, from and after the Additional Train COD, the Waterfall Amount.

“Operation and Maintenance Expenses” means, for any period, computed without duplication, in each case, costs and expenses of the Project Entities that are contemplated by the then-effective Operating Budget or are incurred in connection with any permitted excess thereunder pursuant to the Permitted Senior Debt Documents including:

(a)fees and costs of the Manager pursuant to the Management Services Agreements; plus

(b)amounts payable by the Project Entities under a Material Project Agreement then in effect; plus

(c)expenses for operating the Project and any Additional Train (including any related pipelines and facilities or other infrastructure or assets related to such Additional Train or Additional Trains) and maintaining the Project and any such Additional Trains and related pipelines, facilities and other infrastructure and assets in good repair and operating condition payable during such period, including the ordinary course fees and costs of the Operator payable pursuant to the O&M Agreements and fees and costs payable pursuant to the Gas and Power Supply Services Agreement; plus

(d)LC Costs; plus

(e)insurance costs payable during such period; plus

(f)applicable sales and excise taxes (if any) payable or reimbursable by the Project Entities during such period; plus

(g)franchise taxes payable by the Project Entities during such period; plus

(h)property taxes payable by the Project Entities during such period; plus

(i)any other direct taxes (if any) payable by the Project Entities to the taxing authority (other than any taxes imposed on or measured by income or receipts) during such period; plus

(j)costs and fees attendant to the obtaining and maintaining in effect the Governmental Authorizations applicable to the Project and any Additional Train

(including any related pipelines and facilities or other infrastructure or assets related to such Additional Train or Additional Trains) and payable during such period; plus

(k)expenses for spares and other capital goods inventory, capital expenses related to the construction and start-up of the Project and any Additional Train (including any related pipelines and facilities or other infrastructure or assets related to such Additional Train or Additional Trains), maintenance capital expenditures, including those required to maintain the capacity of the Project Entities’ Properties; plus

(l)legal, accounting and other professional fees of the Project Entities payable during such period; plus

(m)Required Capital Expenditures; plus

(n)the cost of purchase, storage and transportation of gas and electricity; plus

(o)all other cash expenses payable by the Project Entities in the ordinary course of business.

Operation and Maintenance Expenses shall exclude, to the extent included above: (i) transfers from any Account into any other Account (other than the Operating Account) during such period, (ii) payments of any kind with respect to Restricted Payments (as that term is defined in the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to Discharge Date, the corresponding definition in the Permitted Senior Debt Documents) permitted under the CCH Senior Financing or Permitted Senior Debt, as the case may be, during such period, (iii) depreciation for such period, and (iv) except as provided in clauses (j), (k) and (m) above, any capital expenditure.

To the extent amounts are advanced in accordance with the terms of the applicable Senior Debt Instrument, secured Permitted Hedging Instrument or other indebtedness permitted under the Permitted Senior Debt Documents for the payment of such Operation and Maintenance Expenses, the obligation to repay such advances shall itself constitute an Operation and Maintenance Expense.

“Operator” means Cheniere LNG O&M Services, LLC, a limited liability company organized under the laws of the state of Delaware.

“Original Note Purchase Agreement” has the meaning set forth in the recitals hereof.

“Other Connection Taxes” means, with respect to any recipient of any payment to be made by or on account of any Obligation under any Note Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Note Document, or sold or assigned an interest in any Note or Note Document).

“Other Taxes” means any and all current or future stamp, documentary, court, intangible, recording, filing or other similar Taxes or any other property Taxes arising from any payment made under any Note Document or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Note Document or the transactions contemplated thereby.

“Outside Date” has the meaning set forth in subsection 11.1C(i).

“Ownership Limit Excess Shares” means, with respect to any Issuer Initiated Conversion, the number of shares of Parent Common Stock deliverable pursuant to subsection 9.2A (prior to giving effect to any reduction related to the Aggregate Share Cap or Section 16 Percentage) to the converting EIG Note Holder in respect of such Issuer Initiated Conversion in excess of the number of shares of Parent Common Stock that can be delivered to the converting EIG Note Holder in respect of such Issuer Initiated Conversion without causing the Section 16 Percentage for such EIG Note Holder to exceed 9.99%.

“Ownership Limit Non-Converted Notes” means, with respect to any Issuer Initiated Conversion, the principal amount of Notes equal to the Ownership Limit Excess Shares with respect to such Issuer Initiated Conversion multiplied by the applicable Conversion Price with respect to such Issuer Initiated Conversion, rounded up to the nearest whole Dollar.

“Parent” has the meaning set forth in the preamble.

“Parent Common Stock” means the shares of common stock, par value $0.003 per share, of Parent authorized at the date hereof, or shares of any class or classes of common stock of Parent resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Notes shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“Parent Pledge Agreement” means that certain Pledge Agreement to be dated as of the Closing Date among Parent, AgentAdministrative Agent (as successor to EIG Management Company, LLC thereunder) and Collateral Agent, for the benefit of the Secured Parties and in the form attached as Exhibit J-2 hereto.

“Participant Register” has the meaning set forth in subsection 12.1A.

“Patriot Act” has the meaning set forth in the definition of Anti-Terrorism and Money Laundering Laws.

“Payment Date” means (i) solely with respect to the payment of Pre-Issuance Accrued Interest on the Initial Closing Date Notes, the Closing Date, (ii) any Quarterly Payment Date and (iii) the date on which all principal on the Notes then outstanding is to be repaid, including the Maturity Date.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“PDE Senior Debt” means additional senior debt or agreements with Persons who commit to provide additional senior debt, incurred or entered into by CCH, in order to finance permitted development expenditures, in each case as permitted under the Permitted Senior Debt Documents.

“Permitted Business” means (a) the ownership, development, construction, financing, operation, maintenance, improvement, modification, expansion and debottlenecking of (i) the Terminal Facility and the Pipeline, as such facilities may be improved, replaced, modified, changed or expanded, (ii) one or more Additional Trains, and one or more related pipelines and (iii) facilities, infrastructure and other Properties related to the foregoing (including regasification facilities) and (b) activities incidental to the foregoing.

“Permitted Debt” means any Debt permitted to be incurred under subsection 7.2.

“Permitted Finance Costs” means, for any period, the sum of all amounts of principal, interest, fees and other amounts payable in relation to indebtedness (other than Senior Debt and other than LC Costs and other amounts payable in relation to indebtedness that constitute Operation and Maintenance Expenses) permitted by the Permitted Senior Debt Documents plus all amounts payable during such period pursuant to Permitted Hedging Instruments that are not secured, plus any amounts required to be deposited in margin accounts pursuant to Permitted Hedging Instruments; provided that Permitted Finance Costs will not include funds categorized as Operation and Maintenance Expenses under the last sentence of the definition thereof.

“Permitted Hedging Instrument” means a Hedging Instrument entered into by a Project Entity in the ordinary course of business and that (i) is with a Hedging Bank or a Gas 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 (i) if such Hedging Instrument is a gas hedging contract, it is for a period not to exceed 90 days and the aggregate quantum under all then outstanding gas hedging contracts does not exceed, together with all other gas hedges in the aggregate, 20 Bcf of natural gas and (ii) if such Hedging Instrument is a power hedging contract, the aggregate quantum under such Hedging Instrument does not exceed 100 megawatts and each such Hedging Instrument is for a period not to exceed one year. “Permitted Hedging Instrument” includes any “Permitted Senior Debt Hedging Instrument.”

“Permitted Hedging Liabilities” means all present and future liabilities (actual or contingent) payable or owing by a Project Entity under Permitted Hedging Instruments (including the obligation to pay a Hedging Termination Amount) together with:

(a)any novation, deferral or extension of any of those liabilities;

(b)any claim for damages or restitution arising out of, by reference to or in connection with any of those liabilities;

(c)any claim flowing from any recovery by a Project Entity or a receiver or liquidator thereof or any other Person of a payment or discharge in respect of any of those liabilities on grounds of preference or otherwise; and

(d)any amounts (such as post-insolvency interest) which could be included in any of the above but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings.

“Permitted Liens” means (i) Liens granted to Collateral Agent for the benefit of Secured Parties pursuant to the Security Documents and (ii) each of the following:

(a)Liens for Taxes, assessments and governmental charges or levies to the extent not required to be paid under subsection 6.2;

(b)pledges or deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations;

(c)Liens securing judgments (or the payment of money owing in respect of such judgments) not constituting a Default or Event of Default under subsection 10.1F or securing appeal or other surety bonds related to such judgments so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate reserves, bonds or other cash equivalent security have been provided or are fully covered by insurance (other than any customary deductible);

(d)Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; and

(e)legal or equitable encumbrances (other than any attachment prior to judgment, judgment lien or attachment in aid of execution on a judgment) deemed to exist by reason of the existence of any pending litigation or other legal proceeding if the same is effectively stayed or the claims secured thereby are being contested in good faith and by appropriate proceedings and an appropriate reserve has been established in respect thereof in accordance with GAAP.

“Permitted Payments” means Loan Facility Permitted Payments and Indenture Permitted Payments.

“Permitted Refinancing Indebtedness” means any Replacement Senior Debt.

“Permitted Senior Debt” means, collectively, the Debt under the CCH Senior Financing, any Permitted Refinancing Indebtedness, any Expansion Senior Debt and any other Debt (including Senior Debt) incurred by the Project Entities in accordance with the terms of the CCH Senior Financing Documents (if the CCH Senior Financing is outstanding at the time such other Debt is incurred), the Permitted Refinancing Indebtedness (if any Permitted Refinancing Indebtedness is outstanding at the time such other Debt is incurred) and any other Permitted

Senior Debt (if any other Permitted Senior Debt is outstanding at the time such other Debt is incurred).

“Permitted Senior Debt Documents” means any document, agreement or instrument evidencing any Permitted Senior Debt or any Lien or security interest granted in connection therewith, including the Common Terms Agreement.

“Permitted Senior Debt Hedging Instrument” means a Permitted Hedging Instrument that is secured pursuant to sub-clause (ii) of the definition thereof.

“Permitted Senior Debt Hedging Liabilities” means all present and future liabilities (actual or contingent) payable or owing by a Project Entity under Permitted Senior Debt Hedging Instruments (including the obligation to pay a Senior Debt Hedging Termination Amount) together with:

(a) any novation, deferral or extension of any of those liabilities;

(b) any claim for damages or restitution arising out of, by reference to or in connection with any of those liabilities;

(c) any claim flowing from any recovery by a Project Entity or a receiver or liquidator thereof or any other Person of a payment or discharge in respect of any of those liabilities on grounds of preference or otherwise; and

(d) any amounts (such as post-insolvency interest) which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings.

“Permitted SPA Prepayment Waiver” means that to the extent any LNG Prepayment Obligation is waived by the lenders under the Permitted Senior Debt Documents, (i) the event giving rise to such waived LNG Prepayment Obligation has been remedied on or before the applicable SPA Prepayment Deadline or (ii) the SPA DSCR Prepayment Condition is satisfied. In the event that the CCH Senior Financing is repaid in full prior to the Discharge Date, references in this definition to the CCH Senior Financing shall be deemed to be references to the Permitted Senior Debt with the largest principal amount of then outstanding.

“Permitted Transferee” means any Transferee to which a Note is sold, assigned or otherwise transferred in accordance with the second paragraph of subsection 12.1A.

“Person” means an individual, partnership, limited partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority.

“Piggyback Notice” has the meaning set forth in subsection 9.10A.

“Pipeline” means the bi-directional gas pipeline and related compressor stations, meter stations and required interconnects, originating at the Terminal Facility and terminating north of

the City of Sinton, Texas, and related facilities, as such facilities may be improved, replaced, modified, changed or expanded.

“Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA, including any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and/or any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), that is or was maintained or contributed to by any Subject Company or any ERISA Affiliate.

“Pledge Agreements” means the Parent Pledge Agreement and the Issuer Pledge Agreement.

“Preferred Interests,” as applied to the capital stock of (or other ownership or profit interests, including partnership or member interests, in) any Person, means capital stock of (or other ownership or profit interests, including partnership or member interests, in) such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or distributions or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to the common capital stock of (or other common ownership or profit interests, including partnership or member interests, in) such Person.

“Pre-Issuance Accrued Interest” means interest on the Initial Closing Date Notes that accrues thereon prior to the Closing Date pursuant to Section 2 of the Second Amendment.

“Prescribed Forms” means such duly executed Internal Revenue Service Form W-9, W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY, Tax Compliance Certificate substantially in the form of Exhibit B, and/or statement required under the Code in such number of copies which may be reasonably requested by Administrative Agent andor Issuer and which is not prohibited by any Requirements of Law and that permits payments to be made hereunder for the account of such Note Holder free of or at a reduced rate of such deduction or withholding of U.S. income or similar Taxes.

“Priority Lien” means Collateral Agent’s Lien on the Collateral, which Lien is prior to all other Liens.

“Project” means the ownership, development, construction, operation and maintenance of, collectively, the Terminal Facility and the Pipeline.

“Project Completion Date” means the date upon which all of the conditions set forth in Section 14.1 (Conditions to Completion) of the Common Terms Agreement have been either satisfied, or waived, in each case, in accordance with the Common Terms Agreement. In the event that the CCH Senior Financing is repaid in full prior to the Discharge Date, references in this definition to the provisions of the CCH Senior Financing Documents shall be deemed to be references to the corresponding provisions, if any, of the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities so long as such definition relates only to the Base Trains, and in the event that the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities do not contain a definition of “Project Completion,” “Project Completion Date” or term of similar effect or contains a definition of “Project Completion,” “Project

Completion Date” or term of similar effect that relates to an Additional Train, then Project Completion Date shall be deemed to mean the Commercial Operation Date.

“Project Costs” means all costs of acquiring, leasing, designing, engineering, developing, permitting, insuring, financing (including closing costs, other fees and expenses, commissions and discounts payable to any purchaser or underwriter of Senior Notes (to the extent such costs are paid from the proceeds of such Senior Notes), insurance costs (including premiums) and interest and interest rate hedge expenses and Secured Party Fees ), constructing, installing, commissioning, testing and starting-up (including costs relating to all equipment, materials, spare parts and labor for) the Project and all other costs incurred with respect to the Project in accordance with the Construction Budget and Schedule, including working capital prior to the end of the Term Loan Availability Period, gas purchase, transport and storage costs and pre-Project Completion Date Operation and Maintenance Expenses. Project Costs will exclude any Operation and Maintenance Expenses (other than the portion thereof that is Required Capital Expenditure) for any Train of the Project if the LNG SPA related to such Train has achieved Date of First Commercial Delivery under such LNG SPA.

On any date on which a determination is being made whether specific sources of funding available to the Project are sufficient for the Project to achieve the Project Completion Date by the Date Certain, the Project Costs against which the applicable sources of funding are measured to make this determination will be the remaining Project Costs required to be spent in order to achieve the Project Completion Date as determined as of such determination date based on the then-current Base Case Forecast, including any netting contemplated in the Base Case Forecast between costs and revenues related to commissioning.

“Project Entity” means CCH, CCL and CCP and each of their respective Subsidiaries.

“Projected Holdco DSCR” means, for the applicable period, the ratio of:

(a)the Cash Flow Available for Debt Service projected for such period, calculated solely with respect to the contract sales price under Qualifying LNG SPAs then in effect; to

(b)(i) Senior Debt Obligations projected to be paid in such period (other than (1) pursuant to voluntary prepayments or mandatory prepayments, (2) Senior Debt due at maturity, (3) Working Capital Debt, (4) LC Costs, (5) interest in respect of Senior Debt or net amounts under any Permitted Hedging Instrument in respect of interest rates, in each case projected to be paid prior to the end of the Availability Period and (6) Hedging Termination Amounts) plus (ii) the sum of all scheduled interest payments in respect of the Notes projected to be paid during such period (assuming, for purposes of this calculation, that all interest on the Notes will be paid in cash).

“Projected Principal Amount” means (i) unless and until the Second Phase Funding Date has occurred, the Senior Debt projected to be incurred by the Project Entities as set forth in the Base Case Forecast, as in effect as of the Closing Date (which for the avoidance of doubt, does not include Senior Debt unrelated to the Base Trains) and (ii) on or following the Second Phase Funding Date, the Senior Debt projected to be incurred by the Project Entities as set forth

in the Base Case Forecast, as updated in connection with the occurrence of the Second Phase Funding Date (which for the avoidance of doubt, does not include Senior Debt unrelated to the Base Trains).

“Property” means any right or interest in or to any asset or property of any kind whatsoever (including Equity Interests), whether real, personal or mixed and whether tangible or intangible.

“Prudent Industry Practice” means, at a particular time, any of the practices, methods, standards and procedures (including those engaged in or approved by a material portion of the LNG industry) that, at that time, in the exercise of reasonable judgment in light of the facts known at the time a decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, including due consideration of the Project’s reliability, environmental compliance, economy, safety and expedition, and which practices, methods, standards and acts generally conform to International LNG Terminal Standards and International LNG Vessel Standards.

“Qualified Institutional Buyer” has the meaning set forth in subsection 12.10K.

“Qualifying LNG SPA” means each of the Initial LNG SPA’s and any other LNG SPA that is treated as a “Qualifying LNG SPA” under the Permitted Senior Debt Documents.

“Qualifying Term” means (a) with respect to the Initial LNG SPA’s, a term at least longer than the expected amortization term of the Initial Senior Debt pursuant to the Base Case Forecast, (b) with respect to any LNG SPA replacing an LNG SPA that was previously a Qualifying LNG SPA, a term at least as long as the remaining term of the Initial LNG SPA it is replacing and (c) with respect to any other Qualifying LNG SPA, the term of such LNG SPA used in the Base Case Forecast when determining the quantum of Senior Debt that could be incurred based on the revenues projected to be generated under such LNG SPA.

“Quarterly Payment Dates” means January 15, April 15, July 15 and October 15 of each year, commencing (a) with respect to the Initial Closing Date Notes (i) if the Closing Date occurs on any such date, the first such date immediately following the Closing Date, and (ii) in all other cases, the second such date immediately following the Closing Date, (b) with respect to the Initial Second Phase Notes the first such date immediately following the Second Phase Funding Date and (c) with respect to any Additional Notes, the first such date immediately following the issuance of such Additional Notes.

“Real Property Documents” are the agreements relating to the real property set forth in a schedule, annex or exhibit to the Common Terms Agreement.

“Redeemable” means, with respect to any Equity Interest, any such Equity Interest that (a) the issuer thereof has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“Reference Property” has the meaning set forth in subsection 9.11.

“Registrable Securities” has the meaning set forth in the Registration Rights Agreement.

“Registration Rights Agreement” has the meaning set forth in subsection 4.1N.

“Regulation U” means Regulation U of the Board, as in effect from time to time.

“Regulation X” means Regulation X of the Board, as in effect from time to time.

“Release” means, with respect to any Hazardous Material, any release, spill, emission, leaking, pouring, emptying, escaping, dumping, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of such Hazardous Material into the environment, including the movement of such Hazardous Material through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata.

“Replacement Senior Debt” means additional senior debt or agreements with Persons who commit to provide additional senior debt, incurred or entered into by CCH, in order to prepay or repay Senior Debt and/or replace all or part of the Facility Debt Commitments under one or more Loans, in each case as permitted under the Permitted Senior Debt Documents.

“Repurchased Non-Converted Notes” has the meaning set forth in subsection 9.4B.

“Repurchase Notice” has the meaning set forth in subsection 9.4B.

“Required Capital Expenditures” means capital expenditures required to meet the requirements of any applicable laws and regulations, Governmental Authorizations (or interpretations thereof), or insurance policies, Industry Standards, and Prudent Industry Practice with which the Project Entities are obligated to comply under any Material Project Agreement and any other material agreements of the Project Entities relating to the Project, including those relating to the environment.

“Required Export Authorization” means, with respect to a Qualifying LNG SPA at any time, (a) the Non-FTA Authorization and (b) the FTA Authorization to the extent that, (i) at such time, the volumes permitted to be exported under the FTA Authorization or the Non-FTA Authorization, as the case may be, are required in order to enable the sale of such Qualifying LNG SPA’s share of the then-applicable Base Committed Quantity of LNG in accordance with the terms of such Qualifying LNG SPA and (ii) an objection has not been received in respect of the identification of such Export Authorization as a “Required Export Authorization” pursuant to the Permitted Senior Debt Documents. For the avoidance of doubt, the Non-FTA Authorization is initially a Required Export Authorization for each of the Initial LNG SPAs in effect on the closing date of the Common Terms Agreement.

“Required Note Holders” means Note Holders holding in the aggregate 50.1% or more of the principal amount of the Notes then outstanding; provided that prior to the Closing, the Required Note Holders shall refer to Note Purchasers that have agreed to purchase, in the aggregate, 50.1% or more of the principal amount of the Initial Notes; provided, further, that from and after the Closing Date until the first to occur of the Second Phase Funding Date and the Second Phase Commitments Termination Date, the Required Note Holders shall refer to Note

Holders that hold Notes and Second Phase Note Purchasers that have Second Phase Commitments in an aggregate principal amount equal to 50.1% or more of the sum of the principal amount of (x) the Notes then outstanding plus (y) the Second Phase Commitments.

“Requirements of Law” means, as to any Person any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, including any requirement under any Governmental Authorization, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Reservations” means the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, re-organization, court schemes, moratorium, administration and other laws generally affecting the rights of creditors, the time barring of claims under any legislation relating to limitation of claims, the possibility that an undertaking to assume liability for or to indemnify a Person against non-payment of stamp duty may be void, defenses of set-off or counterclaim and similar principles, in each case both under New York law and the laws of other applicable jurisdictions.

“Reserve Amount” means as of any date on and after the Project Completion Date, an amount necessary to pay Senior Debt Obligations projected to be due and payable in the next two (in the case of quarterly Senior Payment Dates) or one (in the case of semi-annual Senior Payment Dates) Senior Payment Dates (which shall, if not already included, include the Final Maturity Date under any Senior Debt) (assuming that no event of default under the Permitted Senior Debt Documents will occur during such period) taking into account, with respect to interest, the amount of interest that would accrue on the aggregate principal amount of Senior Debt outstanding for the next six months and only after giving effect to any Permitted Hedging Instruments in respect of interest rate hedges then in effect; provided that (a) the Senior Debt Obligations projected to be due and payable for purposes of this calculation shall not include (i) Working Capital Debt; (ii) any voluntary or mandatory prepayment; (iii) commitment fees, front end fees and letter of credit fees; (iv) Hedging Termination Amounts and (b) for purposes of the calculation of the scheduled principal payments of the Senior Debt, any final balloon payment of Senior Debt shall not be taken into account and instead only the equivalent of the principal payment on the immediately preceding Senior Payment Date prior to such balloon payment shall be taken into account.

“Responsible Officer” means, as to any Person, its president, chief executive officer, chief financial officer, any vice president, treasurer or secretary, any managing general partner or manager (or any of the preceding with regard to such Person’s managing general partner or manager) or authorized representative. No Person shall be deemed to be a Responsible Officer unless named as such on a certificate of incumbency of such Person (in form and substance reasonably satisfactory to Technical Agent) delivered to Technical Agent and Administrative Agent on or after the Closing Date.

“Restricted Payment” means, with respect to any Person (a) any dividend or other distribution, direct or indirect, (in cash, property of such Person, securities, obligations or other property) on, or other dividends or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition

by such Person of any shares or any portion of any membership interest of such Person; and (b) all payments (in cash, property of such Person, securities, obligations or other property) of principal of, interest on and other amounts with respect to, or other payments on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement, defeasance or other acquisition by such Person of, any indebtedness for borrowed money owed to such Person’s stockholders, partners or members (or the equivalent Person thereof) by the declaration or payment of any dividends, or (c) the return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof) as such; provided that no payment by Issuer to any Note Holder in respect of such Note Holder’s Notes shall be a Restricted Payment.

“Revenue Account” means the account in the name of CCH identified as the “Revenue Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents.

“Sanctioned Countries” has the meaning set forth in subsection 12.10L.

“Sanctions Laws” means (i) the economic sanctions laws of the United States, including the International Emergency Economic Powers Act, 50 U.S.C. §§1701, et seq.; the Trading with the Enemy Act, 50 App. U.S.C. §§1, et seq.; the Iran Sanctions Act of 1996 (50 U.S.C. §1701 note); the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (PL 111-195); the National Defense Authorization Act for Fiscal Year 2012 (PL-112-81); the National Defense Authorization Act for Fiscal Year 2013 (including the Iran Freedom and Counter-Proliferation Act of 2012 (PL 112-239)); the Iran Threat Reduction and Syria Human Rights Act of 2012 (PL 112-158); the Cuban Liberty and Democratic Solidarity Act (Libertad Act), 22 U.S.C. §§6021, et seq.; and all regulations administered by OFAC, codified at 31 C.F.R. Part 500, et seq., and (ii) any applicable economic sanctions laws of any jurisdiction other than the United States or other relevant sanctions authority applicable to the applicable Note Purchaser.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or any successor thereto which is a nationally recognized rating agency in the United States.

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Parent Common Stock is listed or admitted for trading. If the Parent Common Stock is not listed or admitted for trading, “Scheduled Trading Day” means a Business Day.

“Second Amendment” means Amendment 2 to Amended and Restated Note Purchase Agreement, dated as of May 8, 2015, with effect as of May 1, 2015, among Issuer, Parent, Technical Agent and the Required Note Holders.

“Second Phase Commitments” means the commitments of the Second Phase Note Purchasers to purchase Initial Second Phase Notes pursuant to subsection 2.2.

“Second Phase Commitments Outside Date” means the earlier of (a) the one-year anniversary of the Closing Date and (b) May 1, 2016.

“Second Phase Commitments Termination Date” means the date on which the Second Phase Commitments terminate pursuant to subsection 2.2A(ii).

“Second Phase CP Date” means the date, if any, on or before the Second Phase Commitments Outside Date, on which the Project Entities make a positive final investment decision with respect to Train Three. For the avoidance of doubt, if the Project Entities have not made a positive final investment decision with respect to Train Three on or before the Second Phase Commitments Outside Date, no date shall be the Second Phase CP Date, and the Second Phase CP Date shall be deemed not to have occurred, irrespective of whether, after the Second Phase Commitments Outside Date, the Project Entities make a positive final investment decision with respect to Train Three.

“Second Phase Facility Debt Commitments” has the meaning set forth in the CCH Senior Financing Documents.

“Second Phase Funding” has the meaning set forth in subsection 2.2B.

“Second Phase Funding Date” has the meaning set forth in subsection 2.2B.

“Second Phase Note Purchaser” means each Note Purchaser identified on Schedule 2.2.

“Second Phase Qualifying LNG SPAs” means any LNG SPA that is treated as a “Second Phase Qualifying LNG SPA” under the Common Terms Agreement.

“Section 16 Percentage” means, for any day, the fraction, expressed as a percentage, (A) the numerator of which is the number of shares of Parent Common Stock that an EIG Note Holder and each person subject to aggregation of shares of Parent Common Stock with such EIG Note Holder under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) and (B) the denominator of which is the number of shares of Parent Common Stock outstanding.

“Secured Parties” means, collectively, Technical Agent, Administrative Agent, Collateral Agent and Note Holders.

“Secured Party Fees” means any fees, costs, indemnities, charges, disbursements, liabilities and expenses (including reasonably incurred legal fees and expenses) and all other amounts payable to the Security Trustee, the Intercreditor Agent, the Indenture Trustee or the Account Bank, as applicable, or any of their respective agents and to any CCH Senior Creditor Group Representative.

“Securities Act” means the Securities Act of 1933.

“Securities Intermediary” means a third party bank or other financial institution in which Issuer maintains a securities account (as such term is defined in the Uniform Commercial Code) reasonably satisfactory to Technical Agent, together with its successors and permitted

assigns, provided that The Bank of New York Mellon and any Affiliates thereof shall be deemed to be reasonably satisfactory to Technical Agent.

“Senior Debt Commitments” means the aggregate principal amount any CCH Senior Creditor is committed to disburse to CCH under any Senior Debt Instrument.

“Security Documents” means the Pledge Agreements, each Account Control Agreement and all other instruments or documents, including financing statements, delivered by any Note Document Party after the Closing Date pursuant to this Agreement or any other Note Document in order to grant to the Collateral Agent, on behalf of the Secured Parties, a Lien on any property of such Note Document Party as security for the Note Obligations.

“Security Trustee” means the trustee named under the Common Security and Account Agreement (or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, the corresponding Permitted Senior Debt Document) as security trustee for the secured parties under the CCH Senior Financing (or other Permitted Senior Debt).

“Senior Debt” means the Initial Senior Debt, Additional Senior Debt permitted under the Permitted Senior Debt Documents (including such as may be incurred under any Senior Notes, or any other Senior Debt Instrument) and debt incurred under the Permitted Senior Debt Hedging Instruments, in each case benefiting from the Senior Security Interests created under and pursuant to the Common Security and Account Agreement (or the corresponding Permitted Senior Debt Document) and incurred from time to time as permitted by the Permitted Senior Debt Documents.

“Senior Debt Instrument” means

(a)each Facility Agreement, including with respect to each Facility Agreement, the Common Terms Agreement;

(b)any Indenture and any Senior Notes issued pursuant to such Indenture; and

(c)any credit agreement, indenture, trust deed, note or other instrument pursuant to

which CCH incurs permitted Additional Senior Debt from time to time.

For the avoidance of doubt, the term “Senior Debt Instrument” shall not include any Permitted Hedging Instrument (including, for the avoidance of doubt, any Permitted Senior Debt Hedging Instrument).

“Senior Debt Obligations” means CCH’s obligations under the Permitted Senior Debt Documents 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 CCH Senior Creditors under any Senior Debt Instrument;

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

(d) all Secured Party Fees.

“Senior Debt Reserve Shortfall” means, as of any date following the Project Completion Date, the excess, if any, of the Reserve Amount over the balance in the Senior Debt Service Reserve Account (including Acceptable Debt Service Reserve LCs earmarked to such account), in each case as of such date.

“Senior Debt Service Reserve Account” means the account in the name of CCH identified as the “Senior Debt Service Reserve Account” (or comparable title) in, and established pursuant to, the CCH Senior Financing Documents, or, if the CCH Senior Financing is repaid in full prior to the Discharge Date, any corresponding account established in accordance with the Permitted Senior Debt Documents.

“Senior Noteholder” means any holder of Senior Notes (or lenders in the case of a “term loan B” financing that CCH has elected to be treated as an Indenture).

“Senior Notes” means the notes to be issued (or facility agreement to be entered into in the case of a “term loan B” financing that CCH has elected to be treated as an Indenture) pursuant to any Indenture.

“Senior Payment Dates” means the payment dates for any Permitted Senior Debt under the Permitted Senior Debt Documents.

“Senior Security Interests” means the Liens created or purported to be created by or pursuant to the Permitted Senior Debt Documents.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person, is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to pay its debts and other liabilities, contingent obligations, and other commitments as they become absolute and matured in the normal course of business and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to current and anticipated future business conduct. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPA DSCR Prepayment Condition” means that the fixed projected debt service coverage ratio calculated in accordance with the methodology used in the preparation of the Base Case Forecast as of the CTA Signing Date, without giving effect to any amendment or change to such methodology after the CTA Signing Date, and Section 8.2(b)(ii) of the Common Terms Agreement (giving effect to the loss of the Qualifying LNG SPA or impairment of the Required Export Authorization that gave rise to the applicable LNG Prepayment Obligation) is

at least 1.40:1.00 starting from the first Senior Payment Date to occur after the SPA Prepayment Deadline, and for each calendar year thereafter through the Qualifying Term of the Qualifying LNG SPAs then in effect. In the event that the CCH Senior Financing is repaid in full prior to the Discharge Date, references in this definition to sections of the CCH Senior Financing Documents shall be deemed to be references to the corresponding provisions, if any, of the Permitted Senior Debt Documents for the largest principal amount of then-outstanding Permitted Senior Debt of the Project Entities.

“SPA Prepayment Deadline” means (i) in the case of any LNG Prepayment Obligation that arises prior to the Project Completion Date, the date that is 180 days after the Project Completion Date and (ii) in the case of any LNG Prepayment Obligation that arises after the Project Completion Date, the date that is 180 days following the end of the applicable cure period with respect to the event that gave rise to such LNG Prepayment Obligation.

“Spin-Off” has the meaning set forth in subsection 9.8B(iv).

“Subject Claims” has the meaning set forth in subsection 12.2C.

“Subject Company” means Issuer and CCH Direct Parent.

“Subordinated Debt” means any Debt of any Project Entity that ranks subordinate in right of payment to the Senior Debt Obligations, on the basis set forth in a subordination agreement in the form set forth in a schedule to the Permitted Senior Debt Documents.

“Subsequent Material Project Agreement” means any agreement that is treated as a “Subsequent Material Project Agreement” under the Permitted Senior Debt Documents.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust, estate or other entity of which (or in which) 50% or more of the (a) Voting Interests, (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate or other entity, in each case, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Substantial Completion (T1)” means Substantial Completion of Subproject 1 (as defined in the EPC Contract (T1/T2)), as modified or amended by any modifications or amendments to the EPC Contract (T1/T2) or any change orders entered into with respect thereto, but excluding any such modification, amendment or waiver that results from or is entered into in connection with the development or construction of any Additional Train.

“Substantial Completion (T2)” means Substantial Completion of Subproject 2 (as defined in the EPC Contract (T1/T2)), as modified or amended by any modifications or amendments to the EPC Contract (T1/T2) or any change orders entered into with respect thereto, but excluding any such modification, amendment or waiver that results from or is entered into in connection with the development or construction of any Additional Train.

“Substantial Completion (T3)” means Substantial Completion of Subproject 3 (as defined in the EPC Contract (T3)), as modified or amended by any modifications or amendments to the EPC Contract (T3) or any change orders entered into with respect thereto, but excluding any such modification, amendment or waiver that results from or is entered into in connection with the development or construction of any Additional Train.

“Supplemental Collateral Agent” has the meaning set forth in subsection 12.9I.

“Taxes” means any and all present or future taxes, imposts, assessments, duties, deductions, withholdings (including backup withholding), fees, levies and similar charges imposed by any Governmental Authority, together with any and all interest, penalties, fines and additions to tax imposed with respect thereto whether or not disputed.

“Technical Agent” has the meaning set forth in the preamble hereof and shall include any successor agent appointed in accordance with subsection 12.9F.

“Technology License (T1/T2)” means the license agreement between ConocoPhillips Company and CCL relating to the Optimized Cascade Process for Subproject 1 and Subproject 2, as defined in the EPC Contract (T1/T2), to be used at the Terminal Facility.

“Technology License (T3)” means the license agreement between ConocoPhillips Company and CCL relating to the Optimized Cascade Process for Subproject 3, as defined in the EPC Contract (T3), to be used at the Terminal Facility.

“Term Lender” means the lenders that provide Term Loans under the Term Loan Facility Agreement.

“Term Loans” means the Senior Debt Obligations created under the Term Loan Facility Agreement.

“Term Loan Availability Period” means the period during which Term Loans are made available to CCH under the Permitted Senior Debt Documents.

“Term Loan Facility Agent” means the facility agent under the Term Loan Facility Agreement.

“Term Loan Facility Agreement” is the Term Loan Facility Agreement entered into on or about the date of the Term Loans contemplated by the Permitted Senior Debt Documents.

“Terminal Facility” means the facilities in San Patricio County and Nueces County in the vicinity of Portland, Texas, on the La Quinta Channel in the Corpus Christi Bay, which facilities are to include gas pretreatment and processing facilities and (i) unless and until the Second Phase CP Date has occurred, a liquefaction facility comprised of Train One and Train Two, two LNG storage tanks and a marine berth and (ii) on or following the Second Phase CP Date, Train One, Train Two and Train Three, three LNG storage tanks and two marine berths, and, in each case, certain onsite and offsite utilities and supporting infrastructure and as such facilities may be improved, replaced, modified, changed or expanded.

“Third Quarter Pre-Issuance Accrued Interest” means Pre-Issuance Accrued Interest that accrues on the Initial Closing Date Notes pursuant to clause (ii) of Section 2(b) of the Second Amendment.

“Trading Day” means a day during which (i) trading in securities generally occurs on the principal United States national or regional securities exchange on which the Parent Common Stock is then listed or admitted for trading, and (ii) a Last Reported Sale Price for the Parent Common Stock is available on such securities exchange or market. If the Parent Common Stock is not so listed or traded, “Trading Day” means a Business Day.

“Train” means any of the Base Trains.

“Train 3 Finance Documents” means the amended and restated Term Loan Facility Agreement and the amended and restated Common Terms Agreement in the forms attached as Exhibit A and Exhibit B, respectively, to Amendment No. 3 to the Amended and Restated Note Purchase Agreement, dated May 22, 2018, among Issuer, Parent, Technical Agent and the Note Holders party thereto.

“Train One” means LNG Train 1 (as defined in the EPC Contract (T1/T2)).

“Train Three” means the LNG Train 3 (as defined in the EPC Contract (T3)).

“Train Two” means LNG Train 2 (as defined in the EPC Contract (T1/T2)).

“Transaction” means, collectively, (a) the execution and delivery of the Note Documents and the performance by the Note Document Parties of their obligations under the Note Documents, (b) the borrowings hereunder and the use of proceeds thereof, (c) the granting of the Liens pursuant to the Security Documents and (d) the payment of all fees and expenses to be paid by the Note Document Parties under the Note Documents in connection with the foregoing.

“Transaction Documents” means, individually and collectively, the Note Documents, the Issuer Organizational Documents and the Constituent Documents of Parent and CCH Direct Parent.

“Transfer Restrictions” means, with respect to any property (including, in the case of securities, security entitlements in respect thereof), any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such property or item of collateral or to enforce the provisions thereof or of any document related thereto whether set forth in such item of collateral itself or in any document related thereto, including (i) any requirement that any sale, assignment or transfer or enforcement of such property or item of collateral be subject to any volume limitations, limitations to address tax matters (including Section 382 of the Code), or be consented to or approved by any person, including the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such property or item of collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any person to the issuer of, any other obligor on or any registrar or transfer agent for, such property or item of collateral, prior to the sale, pledge, assignment or other transfer or

enforcement of such property or item of collateral, (iv) any registration or qualification requirement or prospectus delivery requirement for such property or item of collateral pursuant to any federal, state or foreign securities law (including any such requirement arising under the Securities Act) and (v) any legend or other notification appearing on any certificate representing such property to the effect that any such condition or restriction exists; except that the required delivery of any assignment, instruction or entitlement order from Issuer or any pledgor, assignor or transferor of such property or item of collateral, together with any evidence of the corporate or other authority of such person, shall not constitute such a condition or restriction.

“Transferee” means any Person that is a transferee or assignee of any Note, and any successor to such Person’s or any other Note Holder’s interest in any Note.

“Treasury Regulations” means the regulations promulgated under the Code.

“Trust Officer” means, with respect to Collateral Agent and Administrative Agent, any officer assigned to the Corporate Trust Division - Corporate Finance Unit (or any successor division or unit) of Collateral Agent or Administrative Agent, as applicable, located at the Corporate Trust Office of Collateral Agent or Administrative Agent, as applicable, who shall have direct responsibility for the administration of this Agreement.

“Uniform Commercial Code” means the Uniform Commercial Code as adopted in any applicable jurisdiction.

“Upfront Fee” means the fee described in subsection 3.2A(i).

“USRPHC” means (i) a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and (ii) a publicly traded partnership that is treated as a United States real property holding corporation pursuant to Treasury Regulations Section 1.897-1(c)(2)(iv).

“Voting Interests” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“VWAP Market Disruption Event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Parent Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence, on any Scheduled Trading Day for the Parent Common Stock for more than a one half-hour period in the aggregate during regular trading hours, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant securities exchange or otherwise) in the Parent Common Stock or in any options, contracts or future contracts relating to the Parent Common Stock.

“VWAP Trading Day” means a Scheduled Trading Day on which (i) there is no VWAP Market Disruption Event and (ii) trading in the Parent Common Stock generally occurs on the Applicable Exchange or, if the Parent Common Stock is not then listed on the Applicable

Exchange, on the principal other U.S. national or regional securities exchange on which the Parent Common Stock is then listed or, if the Parent Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the common stock is then traded. If the Parent Common Stock is not so listed or admitted for trading, “VWAP Trading Day” means a “Business Day.”

“Waterfall Amount” means, with respect to any Fiscal Quarter, the amount of cash, if any, deposited in the Revenue Account during such Fiscal Quarter (assuming that all operating revenues, income and cash receipts received by or on behalf of the Project Entities during any Fiscal Quarter are deposited into the Revenue Account during such Fiscal Quarter (for the avoidance of doubt, other than any debt or asset sale proceeds, equity funding, escrowed funds, liquidated damages amounts, insurance and condemnation proceeds required to be deposited into other accounts pursuant to the Permitted Senior Debt Documents or other indemnity amounts required to be paid to third parties)), less the following payments and transfers made during such Fiscal Quarter:

(i)first, payments and transfers for Operation and Maintenance Expenses reasonably estimated to be due and payable within the next 60 days by making a transfer to the Operating Account;

(ii)second, payments and transfers for Secured Party Fees then due and payable under the Permitted Senior Debt Documents;

(iii)third, payments and transfers for payments of Senior Debt Obligations then due and payable (other than Senior Debt Obligations expressly due and payable at a lower level of the cash waterfall pursuant hereto) on a pro rata basis to all CCH Senior Creditors (to the extent not funded from funds available in the Disbursement Account or by “book entry” under a Facility Agreement);

(iv)fourth, payments and transfers for Permitted Finance Costs;

(v)fifth, following the Project Completion Date, payments and transfers to satisfy any Senior Debt Reserve Shortfall by making a transfer to the Senior Debt Service Reserve Account;

(vi)sixth, payments and transfers for any mandatory prepayments under any Senior Debt Instrument not payable out of a specific Account that are then due and payable and excluding any mandatory prepayments related to the failure to make a Restricted Payment (as that term is defined in the Common Terms Agreement, or if the CCH Senior Financing is repaid in full prior to the Discharge Date, the corresponding term as defined in the Permitted Senior Debt Documents) pursuant to the Permitted Senior Debt Documents; and

(vii)seventh, payments and transfers for any Permitted Payment.

“Withdrawal Liability” means any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Sections 4203 and 4205 of ERISA.

“Working Capital Debt” means senior secured or unsecured indebtedness outstanding at any one time under one or more working capital facilities for working capital purposes (including the issuance of letters of credit from time to time), as permitted by the Permitted Senior Debt Documents.

“Yield Maintenance Amount” means, with respect to any (x) prepayment of the Notes pursuant to subsection 3.3B(i), (iii) or (iv) or subsection 3.3C, or (y) acceleration of the Notes pursuant to Section 10 an amount, determined in accordance with clauses (a) and (b) below, which shall become immediately due and payable in addition to all principal and accrued but unpaid interest (including amounts added to principal pursuant to subsection 3.2B(iii)) then due on the Notes.

(a)The Yield Maintenance Amount in connection with a prepayment or acceleration shall be equal to the excess, if any, of:

(i)

the then presentthen-present value of the remaining scheduled principal (including amounts paid, or projected to be paid, in kind and added to principal pursuant to subsection 3.2B(iii)) and interest payments on the Notes avoided by such prepayment or acceleration (from and after the Commercial Operation Date, excluding accrued and unpaid interest due on the date of prepayment (other than any interest paid in kind and added to the principal of the Notes)), based on the Deemed Cash Interest Payments, discounted to the date of prepayment or acceleration on a quarterly basis, assuming a 360-day year consisting of twelve 30-day months, at a rate that is 0.50% greater than the yield to maturity of those actively traded United States Treasury securities having a maturity closest to the remaining term of the Notes, in each case, such yields to maturity to be determined by interpolating linearly from the yield to maturity of the relevant securities (as such yields to maturity are displayed by Bloomberg L.P. (or such other source as may be mutually acceptable to Issuer and Technical Agent) at 12:00 p.m. (noon) (New York City time) on the third Business Day preceding the date of such prepayment or acceleration), or, if such yields are not reported as of such time or if the yields as of such time are not ascertainable, (including by interpolation, the Treasury constant maturity series yields reported, for the latest day for which such yields have been so reported as of the third Business Day preceding the date of such prepayment or acceleration in Federal Reserve Statistical Release H.15 or any comparable successor publication) for U.S. Treasury Securities having a constant maturity equal to the remaining term of the Notes, all as reasonably determined by Technical Agent after consultation with Issuer; over


(ii)	the aggregate principal amount of the Notes (including amounts paid in kind through the date of prepayment and added to principal pursuant to subsection 3.2B(iii)) being prepaid pursuant to any applicable clause of subsection 3.3B or subsection 3.3C or due as a result of an acceleration under Section 10, plus, any accrued but unpaid interest thereon due on the date of prepayment.

(b)For purposes of the calculation of the Yield Maintenance Amount, interest shall be calculated at the Base Interest rate. For the avoidance of doubt, in no event shall the Yield Maintenance Amount be less than zero. For avoidance of doubt, the Technical Agent shall be responsible for calculating the Yield Maintenance Amount and notify the Administrative Agent in writing of the Yield Maintenance Amount that is due and payable.

1.2Accounting Terms

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States (“GAAP”).

1.3Certain Principles of Interpretation

A.Unless otherwise expressly specified, any reference in this Agreement to any document or agreement, and all schedules, exhibits and attachments thereto, shall be deemed to include references to such document, agreement, schedules, exhibits or attachments, as amended, supplemented or otherwise modified and in effect from time to time. Unless otherwise expressly specified, any reference in this Agreement to any Person shall include its permitted successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities.

B.Defined terms in this Agreement shall include in the singular number the plural and in the plural number the singular.

C.The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall, unless otherwise expressly specified, refer to this Agreement as a whole and not to any particular provision of this Agreement and all references to Sections, subsections, Exhibits and Schedules shall be references to Sections, subsections, Exhibits and Schedules of this Agreement unless otherwise expressly specified.

D.The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the phrase “without limitation”.

E.The term “knowledge” in relation to Issuer, and any other similar expressions, shall mean actual knowledge of any Person holding any of the positions (or successor position to any such position) set forth in Schedule 1.3E, in each case, after due inquiry.

F.The omission of the word “any” or the phrase “if any” with respect to anything shall not imply that the thing exists or is required, notwithstanding the inclusion of such word or phrase (for clarity) in other provisions.

G.References in this Agreement to any statute shall be to such statute as amended or modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative.


SECTION 2	THE SECURITIES; CLOSING and Second Phase Funding; DELIVERY

2.1Closing

A.Purchase and Sale of Initial Closing Date Notes. Subject to the terms and conditions set forth herein, Issuer agrees, upon satisfaction or waiver of the conditions set forth in subsection 4.4A, to issue, sell and deliver to each Note Purchaser, and each Note Purchaser hereby agrees, severally and not jointly, to purchase from Issuer at the Closing upon satisfaction or waiver of the conditions set forth in subsection 4.1, convertible senior secured promissory notes of Issuer dated as of the Closing Date in an aggregate principal amount equal to the sum of $1,000,000,000 plus the aggregate amount of Pre-Issuance Accrued Interest added to such amount on the Closing Date (the “Initial Closing Date Notes” and, each, an “Initial Closing Date Note”), in a principal amount equal to the sum of (x) the applicable principal amount set forth opposite such Note Purchaser’s name on Schedule 2.1 (as may be updated by Technical Agent (with notice to Issuer) to reflect any assignments made in accordance with subsection 12.1 (including, for the avoidance of doubt, the consent of the Issuer as and to the extent required pursuant to subsection 12.1A(v))) plus (y) the amount of Pre-Issuance Accrued Interest added to such amount on the Closing Date in accordance with subsection 3.2B(iii)(a), at the purchase price equal to 100% of the principal amount set forth opposite such Note Purchaser’s name on Schedule 2.1 (as may be updated by Technical Agent (with notice to Issuer) to reflect any assignments made in accordance with subsection 12.1 (including, for the avoidance of doubt, the consent of the Issuer as and to the extent required pursuant to subsection 12.1A(v))).

B.Closing. The closing of the issuance of the Initial Closing Date Notes to the Note Purchasers (the “Closing”) shall be held or take place, subject to the satisfaction or waiver of all conditions to the Closing set forth in subsections 4.1 and 4.4A hereof, at 10:00 a.m. New York City time, at the offices of Sullivan & Cromwell LLP in New York City on the date that is two (2) Business Days following the date on which all of the conditions set forth in subsections 4.1 and 4.4A have been satisfied or waived in accordance with their terms (other than those conditions that by their nature are to be satisfied by actions taken at the Closing or concurrently with the Closing) or at such other date, time and place as Issuer and Technical Agent may mutually agree upon (the “Closing Date”); provided that if Issuer delivers a notice pursuant to the second sentence of subsection 2.1D, the Closing Date shall be no earlier than the 11th Business Day following the date on which such notice is given. At the Closing, each Note Purchaser shall deliver to Issuer an executed copy of the letter addressed to the Co-Placement Agents substantially in the form attached hereto as Exhibit L.

C.Delivery. Subject to the terms of this Agreement, at the Closing, Issuer will deliver to Technical Agent the Initial Closing Date Note being purchased by each Note Purchaser hereunder, which shall be substantially in the form of Exhibit A-1 hereto, together with all other documents, instruments and writings required to be delivered at or prior to the Closing pursuant to this Agreement.

D.Notices Relating to Closing. At any time prior to June 30, 2015, Issuer may provide a written notice to Technical Agent stating that Issuer does not expect the Closing Date to occur on or before June 30, 2015. If Issuer delivers a notice pursuant to the preceding sentence, and/or if the Closing Date does not occur on or before June 30, 2015, Issuer may, at any time thereafter, provide to the Note Purchasers a written notice signed by a Responsible Officer of Issuer on the letterhead of Issuer indicating the targeted Closing Date, which shall be eleven (11) Business Days following the date on which such notice is given; provided, for the avoidance of doubt, that no notice setting forth a targeted Closing Date that occurs on or after July 1, 2015 may be delivered on or before June 16, 2015. If Issuer delivers a notice setting forth a targeted Closing Date pursuant to the immediately preceding sentence and the Closing does not occur on or prior to September 30, 2015, Issuer shall pay to Technical Agent, in cash, an amount equal to the aggregate amount of Third Quarter Pre-Issuance Accrued Interest that would have been paid in kind on the Closing Date if the Closing Date occurred on September 30, 2015.

2.2Second Phase Funding

A.Purchase and Sale of Initial Second Phase Notes; Second Phase Commitments.

(i)Subject to the terms and conditions set forth herein, Issuer agrees, upon satisfaction or waiver of the conditions set forth in subsection 4.4B, to issue, sell and deliver to each Second Phase Note Purchaser, and each Second Phase Note Purchaser hereby agrees, severally and not jointly, to purchase from Issuer at the Second Phase Funding upon satisfaction or waiver of the conditions set forth in subsection 4.2, convertible senior secured promissory notes of Issuer dated as of the Second Phase Funding Date in an aggregate principal amount of $500,000,000 (the “Initial Second Phase Notes” and, each, an “Initial Second Phase Note”), in the applicable principal amount of the Note set forth opposite such Second Phase Note Purchaser’s name on Schedule 2.2 (as may be updated by Technical Agent (with notice to Issuer to reflect any assignments made in accordance with Section 12.1 (including, for the avoidance of doubt, the consent of the Issuer as and to the extent required pursuant to Section 12.1A(v))), at the purchase price of 100% of the principal amount thereof; provided that the Issuer shall have no obligation to issue, sell and deliver the Initial Second Phase Notes, and the Second Phase Note Purchasers shall have no obligation to purchase the Initial Second Phase Notes, if the Second Phase Funding has not been consummated on or before the Second Phase Commitments Outside Date.

(ii)The Second Phase Commitments shall terminate on the earliest to occur of:

(a)The Second Phase Commitments Outside Date;

(b)Written notice from Issuer to Technical Agent that the Second Phase Facility Debt Commitments have expired or have been cancelled or terminated by the Project Entities; and

(c)Written notice from Issuer to Technical Agent that it is terminating the Second Phase Commitments pursuant to this subsection 2.2A(ii)(c) due to the failure of the Second Phase Funding Date to occur because:

I.(A) Issuer, acting in good faith, determines that it is not able to satisfy the condition set forth in subsection 4.2D because any representation or warranty set forth in subsection 5.8 or 5.19 is not, or would not be, true and correct in all material respects on and as of the Second Phase Funding Date (except to the extent any such representation or warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it is not, or would not be, true and correct in all respects), (B) Issuer notifies Technical Agent in writing that it is not able to satisfy the condition set forth in subsection 4.2D for the reason described in clause (A) and (C) within three (3) Business Days of the notice provided pursuant to clause (B), Technical Agent does not agree in writing to waive the satisfaction of the condition set forth in subsection 4.2D on account of Issuer’s inability to satisfy such condition for the reason described in clause (A);

II.(A) after working in good faith with Technical Agent (which shall require Issuer to reasonably consider comments of Technical Agent with respect to Schedule 1.1C), Issuer and Technical Agent are unable within a reasonable period of time to agree on an updated version of Schedule 1.1C that is in form and substance reasonably satisfactory to Technical Agent such that the condition set forth in subsection 4.2A(ii)(a) is not, or would not be, satisfied, (B) Issuer requests, in writing, that Technical Agent waive the condition set forth in subsection 4.2A(ii)(a) that the updated version of Schedule 1.1C be in form and substance reasonably satisfactory to Technical Agent and (C) within three (3) Business Days of the request provided pursuant to clause (B), Technical Agent does not agree to waive such condition; or

III.(A) the condition set forth in subsection 4.2B(iv) is not able to be satisfied, (B) subject to CCH’s receipt of Equity Funding required only in connection with the availability of the Initial Second Phase Advance, the lenders under the CCH Senior Financing are willing to make available the Initial Second Phase Advance, (C) Issuer notifies Technical Agent in writing that it is not, or does not expect to be, able to satisfy the condition set forth in subsection 4.2B(iv) and that, subject to CCH’s receipt of Equity Funding required only in connection with the availability of the Initial Second Phase Advance, the lenders under the CCH Senior Financing are willing to make available the Initial Second Phase Advance and (D) within three (3) Business Days of the notice provided

pursuant to clause (C), Technical Agent does not agree in writing to waive the satisfaction of the condition set forth in subsection 4.2B(iv).

(iii)In connection with the Second Phase Commitments Termination Date, Issuer shall pay all outstanding commitment fees in accordance with subsection 3.2A(ii). For the avoidance of doubt, Issuer shall remain responsible for paying any amounts owed under subsection 1)a)i)(1)(a)(i) notwithstanding the termination of the Second Phase Commitments.

B.Funding. The closing of the issuance of the Initial Second Phase Notes to the Second Phase Note Purchasers (the “Second Phase Funding”) shall be held or take place, subject to the satisfaction or waiver of all conditions to the Second Phase Funding set forth in subsections 4.2 and 4.4B hereof, at 10:00 a.m. New York City time, at the offices of Sullivan & Cromwell LLP in New York City on the date that is two (2) Business Days following the date on which all of the conditions set forth in subsections 4.2 and 4.4B have been satisfied or waived in accordance with their terms (other than those conditions that by their nature are to be satisfied by actions taken at the Second Phase Funding or concurrently with the Second Phase Funding) or at such other date, time and place as Issuer and Technical Agent may mutually agree upon (the “Second Phase Funding Date”). For the avoidance of doubt, subject to the terms and conditions hereof (including those set forth in subsections 4.1, 4.2 and 4.4), the Closing Date and the Second Phase Funding Date may occur on the same date or on different dates.

C.Delivery. Subject to the terms of this Agreement, at the Second Phase Funding, Issuer will deliver to Technical Agent the Initial Second Phase Note being purchased by each Second Phase Note Purchaser hereunder, which shall be substantially in the form of Exhibit A-1 hereto, together with all other documents, instruments and writings required to be delivered at or prior to the Second Phase Funding pursuant to this Agreement.

2.3Additional Notes

A.Purchase and Sale of Additional Securities. Subject to the terms and conditions set forth herein, Issuer agrees to issue, sell and deliver to each Note Holder Additional Notes in an aggregate principal amount equal to such Note Holder’s proportionate share of any Funded Amount paid by the Note Holders pursuant to subsection 10.3, with such proportionate share determined based on the principal amount of Additional Notes funded by such Note Holder compared to the total principal amount of Additional Notes funded by the Note Holders on such date; it being understood that the proportionate share of any Note Holder that has elected, in its sole discretion, not to fund any Additional Notes shall be zero for the purposes of this subsection 2.3.

B.Delivery. Promptly, and in any event within three (3) Business Days after the Note Holders contribute any Funded Amount to Issuer pursuant to subsection 10.3 or, in the case of any payment to any third Person, certify to Issuer and provide evidence satisfactory to Issuer that such payment has been made, Issuer will deliver to Administrative Agent the Additional Note being purchased by each Note Holder that has funded any Funded Amount hereunder, which shall be substantially in the form of Exhibit A-2 hereto, together with all other

documents, instruments and writings required to be delivered in connection with the issuance of such Additional Notes.

2.4Use of Proceeds

Issuer shall use the proceeds of the Initial Notes solely to (a) make capital contributions to CCH Direct Parent, which contributions shall be contributed by CCH Direct Parent to CCH (in the form of Equity Funding), to fund Project Costs and (b) pay fees and expenses (i) due under the Note Documents and (ii) incurred by the Subject Companies in connection with the consummation of the Transaction. To the extent contributed to CCH (through CCH Direct Parent), all such proceeds shall be funded as First Tier Equity Funding under the CCH Senior Financing Documents. Issuer shall contribute the proceeds of any Additional Notes to CCH Direct Parent, shall cause such contributions to be contributed by CCH Direct Parent to CCH (in the form of Equity Funding) and shall cause CCH to apply such proceeds in accordance with subsection 7.7C and subsection 10.3.

2.5Cooperation with CCH Senior Financing

EIG MC shall cooperate with Parent and Issuer and shall make its representatives available during reasonable business hours for meetings and customary diligence calls in connection with the syndication of the CCH Senior Financing. Issuer shall indemnify EIG MC and its Affiliates and their respective officers, directors, employees, partners, members, representatives and agents in accordance with subsection 12.2 from any Subject Claims that may at any time be imposed on, asserted against or incurred by any of the foregoing as a result of, arising out of, or in any way in connection with the actions taken by EIG MC or any of its Affiliates or any of their respective officers, directors, employees, partners, members, representatives and agents in connection with EIG MC’s obligations pursuant to this subsection 2.5.


SECTION 3	THE NOTES - MATURITY; INTEREST AND FEES; PRINCIPAL PAYMENTS AND PREPAYMENTS

3.1Maturity

The Notes shall mature on the Maturity Date, and on such date (including any accelerated maturity as herein provided), the full amount of principal (including all amounts added to principal pursuant to subsection 3.2B(iii)) under the Notes then outstanding, all accrued and unpaid interest thereon and, as applicable, all Yield Maintenance Amounts with respect thereto, shall be due and payable.

3.2Fees and Interest

A.Upfront Fees; Commitment Fees.

(i)Upfront Fees. On the Closing Date, Issuer shall pay to EIG MC an upfront fee pursuant to and in accordance with the terms of the Commitment Letter, as modified by the Fee Letter.

(ii)Commitment Fees. Issuer shall pay to each Second Phase Note Purchaser a commitment fee in respect of the principal amount set forth opposite such Second Phase Note Purchaser’s name on Schedule 2.2 for the period from, and including, the Closing Date to, but excluding, the first to occur of (x) the Second Phase Funding Date and (y) the Second Phase Commitments Termination Date, computed at the higher of (a) 0.90% per annum and (b) the rate per annum of the commitment fee payable to the lenders under the CCH Senior Financing, on the principal amount set forth opposite such Second Phase Note Purchaser’s name on Schedule 2.2, payable in arrears calculated on the basis of the actual number of days elapsed in a year of 365 days, as prorated for any partial quarter, as applicable. Such commitment fee shall be payable on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Closing Date; provided, that on the Second Phase Funding Date, any accrued and unpaid commitment fees hereunder shall be paid on such date; provided, further, that upon the Second Phase Commitments Termination Date, any accrued and unpaid commitment fees shall be paid within ten (10) Business Days of the Second Phase Commitments Termination Date.

B.Interest on the Notes.

(i) Base Interest. Subject to the provisions of subsection 3.2B(ii), the unpaid principal amount of the Initial Notes (consistingwhich may consist in part, from time to time, of interest that is paid in kind as described in subsection 3.2B(iii)) shall bear interest at a base rate of eleven percent (11.0%) per annum, compounded quarterly payable in arrears on each Payment Date; provided that Pre-Issuance Accrued Interest in respect of any Initial Closing Date Note (x) shall accrue prior to the Closing Date in respect of the principal amount of such Initial Closing Date Note set forth on Schedule 2.1 (as such schedule is in effect on the Closing Date) in accordance with the terms of the Second Amendment and (y) shall not compound quarterly. Subject to the provisions of subsection 3.2B(ii), the unpaid principal amount of any Additional Notes (which may consist in part, from time to time, of interest that is paid in kind as described in subsection 3.2B(iii)) shall bear interest at a base rate of fifteen percent (15.0%) per annum, compounded quarterly payable in arrears on each Payment Date. The interest payable pursuant to this subsection 3.2B(i) is referred to herein as the “Base Interest”; provided that Pre-Issuance Accrued Interest in respect of any Initial Closing Date Note (x) shall accrue prior to the Closing Date in respect of the principal amount of such Initial Closing Date Note set forth on Schedule 2.1 (as such schedule is in effect on the Closing Date) in accordance with the terms of the Second Amendment and (y) shall not compound quarterly..

(ii)Default Interest Rate. Upon the occurrence and during the continuance of an Event of Default hereunder, the unpaid principal amount of the Notes (including all amounts added to principal pursuant to subsection 3.2B(iii)) and, to the extent permitted by applicable Requirements of Law, any accrued and unpaid interest thereon and any other Note Obligations then due and payable (including any Yield Maintenance Amounts and, to the extent permitted by applicable Requirements of Law, any accrued but unpaid interest thereon), shall bear interest at the Default Interest Rate and shall be payable on demand.

(iii)Payment in Kind.

(a)Prior to the Commercial Operation Date, the interest accrued pursuant to subsection 3.2B(i) shall be paid in kind (in lieu of payment in cash) on the applicable Payment Date, and on the relevant Payment Date the aggregate outstanding principal amount of the Notes shall be automatically increased by the amount of such interest so paid in kind, rounded down to the nearest whole Dollar, and an adjustment shall be made on the Note Register to reflect such increase; provided that Pre-Issuance Accrued Interest on any Initial Closing Date Note shall be paid in kind on the Closing Date by increasing the principal amount of such Initial Closing Date Note by the amount of Pre-Issuance Accrued Interest accrued thereon, rounded down to the nearest whole Dollar.

(b)From and after the Commercial Operation Date, if no Event of Default has occurred and is continuing and solely to the extent that the sum of cash on hand at Issuer together with the Operating Cash Available for Interest for the most recently completed Fiscal Quarter (without duplication of amounts (i) distributed to Issuer in any Fiscal Quarter and included in the calculation of Operating Cash Available for Interest with respect to such Fiscal Quarter or (ii) contributed to Issuer by Parent so that Issuer has sufficient cash to pay interest in an amount that is not less than Operating Cash Available for Interest with respect to the most recently completed Fiscal Quarter) is not sufficient to enable Issuer to pay in cash all Base Interest accrued pursuant to subsection 3.2B(i), a portion of such Base Interest in the amount of such insufficiency (rounded up to the nearest whole Dollar) may be paid in kind (in lieu of payment in cash) on the applicable Payment Date by written election of Issuer to Administrative Agent on or prior to such Payment Date and in such case on the relevant Payment Date the aggregate outstanding principal amount of the Notes shall be automatically increased by the amount of such interest so paid in kind, rounded down to the nearest whole Dollar, and an adjustment shall be made on Note Register to reflect such increase; provided that accrued interest in an amount no less than Operating Cash Available for Interest for the most recently completed Fiscal Quarter shall at all times following the Commercial Operation Date be paid in cash and not in kind.

(c)For the avoidance of doubt, the entire amount of Base Interest at an aggregate base rate of eleven percent (11.0%) or fifteen percent (15.0%), as applicable, per annum shall be paid, either in cash or in kind, in accordance with this Agreement.

(d)All amounts of Base Interest added to the principal of the Notes pursuant to this subsection 3.2B(iii) shall bear interest as provided herein, be payable as provided in subsection 3.3 and be due and payable on the Maturity Date. Issuer’s determination of the principal amount of the Notes outstanding at any time shall be conclusive and binding, absent manifest error.

(iv)Maximum Amount of Interest. Anything to the contrary herein or in any other Note Document notwithstanding, interest payable hereunder and under the Notes shall not exceed the maximum amount permitted under the laws of the State of New York. To

the maximum extent it may lawfully do so, Issuer hereby irrevocably waives any defense or objection to the payment of any Note Obligation on the basis that the payment of such Note Obligation is limited by the Requirements of Law of any jurisdiction, including but not limited to any usury law or other Requirement of Law intended to limit the amount of money which may be charged for the extension of credit.

C.Computation of Interest.

Interest on the Notes accrued pursuant to subsections 3.2B(i) and 3.2B(ii) shall be computed on the basis of a year consisting of three hundred and sixty (360) days (comprised of twelve 30-day months) and actual number of days elapsed in the case of partial months.

3.3Mandatory Principal Payments and Prepayments

A.Scheduled Principal Payments. On the Maturity Date (including any accelerated maturity as provided herein), all principal (including all amounts added to principal pursuant to subsection 3.2B(iii)) then outstanding on the Notes, together with all accrued and unpaid interest thereon, and the Yield Maintenance Amount, if any, with respect thereto, shall be due and payable.

B.Mandatory Prepayments.

(i)Prepayments with Distributions from CCH. Issuer shall promptly offer to redeem and prepay the Notes, together with all accrued and unpaid interest thereon to, but excluding, the date of prepayment, and the Yield Maintenance Amount with respect thereto, with 100% of any distributions actually received by Issuer from CCH Direct Parent in excess of $25,000,000 in the aggregate during the term of this Agreement representing proceeds received by CCH Direct Parent directly or from any Project Entity’s receipt of funds as a result of (a) any Asset Sales of CCH Direct Parent or any Project Entity, (b) any Casualty Event or Event of Eminent Domain (except to the extent such proceeds were received in respect of any repayment or reimbursement of any Equity Funding (other than the proceeds of the Initial Notes or Additional Notes) contributed to, or amounts paid on behalf of, the affected Project Entity for purposes of commencing any repair or replacement of such Project Entity’s Properties ), (c) the incurrence or issuance of Debt by any Project Entity (other than the proceeds of the CCH Senior Financing) and (d) any Liquidated Damages (except to the extent such proceeds were received in respect of any repayment or reimbursement of any Equity Funding (other than the proceeds of the Initial Notes or Additional Notes) to the extent such funding was used to complete, repair, refurbish or improve the Project) in accordance with subsection 3.3B(vi). For the avoidance of doubt, CCH shall not be required to make any distributions.

(ii)Prepayment upon a Change of Control. Upon the occurrence of a Change of Control, Issuer shall promptly offer to redeem and prepay the outstanding principal of the Notes in full at 101% of the aggregate principal amount of the Notes outstanding as of the date of such Change of Control, together with all accrued and unpaid interest thereon to, but excluding, the date of prepayment in accordance with subsection 3.3B(vi).

(iii)Prepayment Upon Sale or Contribution of CCH Direct Parent or CCH to CQP. Issuer shall offer to redeem and prepay the Notes, together with all accrued and

unpaid interest thereon to, but excluding, the date of prepayment and the Yield Maintenance Amount with respect thereto, as required pursuant to subsection 7.6A in accordance with subsection 3.3B(vi).

(iv)Prepayment Upon IPO of Subsidiary. In the event that Issuer or any of its Affiliates consummates an initial public offering of the Equity Interests of any Subsidiary of Issuer, before any Restricted Payment may be made with all or any portion of the proceeds of such initial public offering, Issuer shall offer to redeem and prepay the Notes, together with all accrued and unpaid interest thereon to, but excluding, the date of prepayment and the Yield Maintenance Amount with respect thereto, with the amount of such proceeds (net of underwriting discounts, commissions and costs and expenses payable by the Issuer or any such Affiliate associated with such initial public offering) of such initial public offering contemplated to be used to make such Restricted Payment in accordance with subsection 3.3B(vi).

(v)Repurchase of Repurchased Non-Converted Notes. Issuer shall repurchase Repurchased Non-Converted Notes in accordance with subsection 9.4.

(vi)Offer to Prepay.

(a)(a) Upon the occurrence of a Change of Control or within five (5) Business Days after the occurrence of any event described in subsection 3.3B(i), (iii) (iv) or (vii) requiring Issuer to make an offer to redeem and prepay the Notes, Issuer shall prepare and provide to each Note Holder a notice (each, an “Offer to Repay Notice”), which shall be substantially in the form of Exhibit E and shall include an offer (the “Offer to Repay”) pursuant to the covenant in subsections (i), (ii), (iii), (iv) or (vii) as applicable, to repay, on the date (each, an “Offer Settlement Date”) that is twenty (20) Business Days, after the date of the Offer to Repay Notice, (A) in the case of an event described in subsection (i), (iii) or (iv) above, the maximum principal amount of Notes that may be purchased with the amounts described in such subsections (or in the case of subsection (iii) above, the amount described in subsection 7.6A), at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the Offer Settlement Date plus the Yield Maintenance Amount with respect thereto, (B) in the case of an event described in subsection (ii) above, 101% of the outstanding principal amount of the Notes plus accrued and unpaid interest thereon, if any, to, but excluding, the Offer Settlement Date or (C) in the case of an event described in subsection (vii) the maximum principal amount of Notes that may be purchased with the amounts described in such subsection, at an offer price in cash in an amount equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the Offer Settlement Date. Each Note Holder (or its appointee) wishing to accept all or any portion of the Offer to Repay shall reply, substantially in the form of Schedule 1 to Exhibit E, indicating whether such Offer to Repay is accepted by 5:00 p.m. (Houston time) on the fifth Business Day immediately preceding the Offer Settlement Date. Each Note Holder accepting the Offer to Repay shall surrender such Note Holder’s Note to Issuer and, if required, furnish appropriate endorsements and transfer documents.

(b)Two (2) Business Days prior to any Offer Settlement Date, Issuer shall deliver to each Note Holder that has accepted an Offer to Repay pursuant to subsection 3.3B(vi)(a), a certificate of the Chief Financial Officer specifying the principal amount of the Notes of such Note Holder to be repaid on such Offer Settlement Date plus the Yield Maintenance Amount, if applicable, and the amount of accrued and unpaid interest thereon to, but excluding, the Offer Settlement Date to be paid on such Offer Settlement Date. On each Offer Settlement Date, Issuer shall pay pro rata (based on the principal amounts indicated in the Note Holders’ replies to the Offer to Repay), rounded down to the nearest whole Dollar, to those Note Holders who have accepted the related Offer to Repay the aggregate amount required to be paid pursuant to this subsection 3.3B.

(c)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repayment of the Notes pursuant to this subsection 3.3B. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Agreement or the Notes, the Issuer will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under this Agreement and the Notes by virtue of such compliance.

(d)The Issuer will not be required to make an offer pursuant to subsection 3.3B(ii) upon a Change of Control if a third party makes such offer in the manner, at the time and otherwise in compliance with the requirements set forth in this subsection 3.3B, and purchases all the Notes subject to acceptance of the related Offer to Repay. Notwithstanding anything to the contrary herein, an offer pursuant to subsection 3.3B(ii) may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of such offer.

(vii)Until the Date Certain, if CCH is or would be required, pursuant to the terms of the CCH Senior Financing Documents (as amended by the Train 3 Finance Documents) or other Permitted Senior Debt Documents as in effect on the date hereof, to make (or offer to make) a mandatory prepayment (including as a result of a mandatory offer) of Senior Debt as a result of the occurrence of an LNG SPA Prepayment Event resulting from failure to achieve the “date of first commercial delivery” deadlines under and as defined in the Initial LNG SPAs (without regard to any waiver or amendment of such mandatory prepayment requirement or rejection of any offer to prepay by the holders of the Senior Debt and including as a “mandatory prepayment” for purposes of this clause (vii)(vii), any voluntary prepayment made by CCH prior to the Date Certain (which shall be deemed for this purpose to be made at the time the corresponding mandatory prepayment would have been made) in anticipation of or in connection with the termination of a Qualifying LNG SPA for a failure to achieve the “date of first commercial delivery” deadline under such Qualifying SPA that has the effect of reducing or eliminating the amount of Senior Debt that would otherwise have been mandatorily prepaid as a result of an LNG SPA Prepayment Event arising due to the termination of such Qualifying LNG SPA as a result of a failure to achieve the “date of first commercial delivery” deadline thereunder), then (A) the Issuer shall make a pro rata offer to repurchase the Notes at par pursuant to Section 3.3B(vi) 3.3B(vi) of the Note Purchase Agreement in an aggregate amount equal to (1) the amount of Senior Debt that is or would be required to be so prepaid divided by (2) the aggregate amount of Senior Debt then outstanding on the date of the LNG SPA Prepayment Event, multiplied by (3) the aggregate principal amount of the Notes then outstanding on the date of the LNG SPA Prepayment Event and (B) the Issuer shall, following the time period specified in the applicable CCH Senior Financing Documents for such prepayment to occur (including following any relevant offer period), make a further pro rata offer to repurchase the Notes at par pursuant to Section 3.3B(vi) in an amount equal to the amount of Senior Debt required (or that would, absent a waiver, have been required) to be prepaid in connection with such LNG SPA Prepayment Event that was not ultimately applied towards prepayment of any Senior Debt due to the holders of such Senior Debt not accepting or waiving such prepayment.

References in this clause (vii) (vii) to “Date Certain”, “Initial LNG SPA” “LNG SPA Prepayment Event” and “Senior Debt”, are in each case references to those terms as they are defined in the Train 3 Finance Documents. In no case shall the amount offered to repurchase the Notes pursuant to this clause (vii) (vii) exceed the aggregate principal amount of the Notes then outstanding on the date that notice of prepayment is provided to the Note Holders, plus accrued and unpaid interest thereon, if any, to, but excluding, the Offer Settlement Date.

Any amount prepaid on the Notes may not be reborrowed. Notwithstanding anything set forth in this subsection 3.3B to the contrary, no prepayment in an amount less than $1,000,000 shall be required at any time, including, for the avoidance of doubt, if an Offer to Repay is in respect of an amount equal to or greater than $1,000,000 but Notes in an aggregate principal amount less than $1,000,000 are subject to acceptance of the Offer to Repay.

C.Optional Prepayments of Principal.

Issuer may prepay the principal amount of the Notes outstanding, in whole or in part; provided that (a) Issuer shall give Technical Agent and Administrative Agent not less than ten

(10) Business Days prior written notice, specifying the principal amount to be prepaid and the date of prepayment, and (b) any such prepayment shall include (A) all accrued and unpaid interest on the principal amount to be prepaid to, but excluding, the date of prepayment plus (B) if the date of prepayment is on or before the ninth anniversary of the Closing Date any Yield Maintenance Amount determined pursuant to subsection 3.3D on the principal amount being prepaid and shall be in an aggregate minimum amount of $25,000,000 (or, if less, the outstanding principal amount). After the ninth anniversary of the Closing Date any principal amount being prepaid under this subsection 3.3 shall be prepaid at par and without any Yield Maintenance Amount. Any notice of prepayment shall be irrevocable once issued (unless such notice of prepayment is expressly conditioned upon the occurrence of a refinancing, in which case such notice of prepayment may be revoked on or before the date specified in such notice of prepayment by notice to Technical Agent and Administrative Agent stating that such refinancing will not occur on such specified date). Any amount prepaid on the Notes may not be reborrowed.

D.Inclusion of Interest and Yield Maintenance Amount with Prepayments.

(i)Any prepayment of principal of the Notes, including any prepayment of principal of the Notes required by Section 10 in connection with an acceleration of the Notes, shall be made together with (a) all accrued but unpaid interest on the principal amount to be prepaid to, but excluding, the date of repayment, plus (b) except with respect to prepayments pursuant to subsection 3.3B(ii), repurchases of Repurchased Non-Converted Notes pursuant to subsection 9.4 or prepayments made after the ninth anniversary of the Closing Date, the Yield Maintenance Amount.

(ii)Issuer acknowledges, understands and agrees that (a) Issuer’s request for the Note Holders to purchase the Notes, and the Note Holders’ agreement to purchase the Notes pursuant to the terms of the Note Documents, will result in the inability of the Note Holders to deploy such funds for profit in respect of other economic opportunities, and will result in the Note Holders ceasing to seek out such other economic opportunities in light of the funds committed hereunder; (b) the Note Holders have expended substantial time and expense, and have abstained from other business opportunities, to research, diligence, negotiate and undertake the transactions contemplated by the Note Documents, and the Note Holders have done so in the reasonable expectation of receiving in full all sums they will receive if the Notes are repaid in accordance with the terms hereof; and (c) in light of the matters described in the preceding sub-clauses (a) and (b), and for other good and valuable consideration, the parties to the Note Documents have agreed upon the Yield Maintenance Amounts which may otherwise become due and payable under this Agreement as an express inducement to the Note Holders to purchase the Notes and to undertake the transactions contemplated by the Note Documents. In consideration (and not in limitation) of the forgoing, the Note Holders and Issuer agree that any Yield Maintenance Amount payable pursuant to this Agreement is a reasonable estimate of Note Holders’ actual losses, and losses of opportunity, in connection with the applicable prepayment, which shall be treated as additional proceeds on the Notes and which are not intended to, nor do they, constitute a penalty or unpermitted premium.

3.4Application of Payments

Any payments under the Note Documents shall be applied in the following order of priority: first, to pay in full any outstanding fee, indemnity amount, expense recoupment charge, or any other Note Obligation which is due and payable and not otherwise addressed in the remainder of this subsection 3.4; second, to pay in full any Yield Maintenance Amount required pursuant to subsection 3.3 or subsection 10.2; third, to pay any outstanding interest then due and payable pursuant to the Notes to the full extent thereof; and fourth, to pay any principal (including all amounts added to principal pursuant to subsection 3.2B(iii)) outstanding under the Notes to the full extent thereof.

3.5Taxes

A.Any and all payments on account of any Note Obligation (including any interest or Yield Maintenance Amount) shall be made free and clear of and without deduction or withholding for any Taxes, except as otherwise required by applicable Requirements of Law. If a withholding agent is required by Requirements of Law to deduct or withhold any Taxes from any sum paid or payable under any of the Note Documents, then (i) if such Taxes are Indemnified Taxes, the sum payable by Issuer shall be increased as necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this subsection 3.5), the applicable recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made and (ii) such withholding agent shall make such deductions or withholdings and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with the applicable Requirements of Law. The parties intend that any additional funds payable pursuant to the previous sentence will be treated as additional interest for U.S. federal income tax purposes.

B.Issuer shall timely pay to the relevant Governmental Authority in accordance with any applicable Requirements of Law, or at the option of Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

C.Issuer shall indemnify each recipient of any payment to be made by or on account of any Obligation under any Note Document, without duplication of subsection 3.5A or subsection 3.5B, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes paid or payable by such recipient or required to be withheld or deducted from a payment to such recipient on or with respect to any payment by or on account of any Note Obligation (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this subsection 3.5) and any reasonable expenses arising in connection with such payment, deduction or withholding, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Issuer by such recipient (with a copy to Administrative Agent), or by Administrative Agent, on its own behalf or on behalf of a Note Holder, shall be conclusive absent manifest error.

D.As soon as practicable after any payment of Indemnified Taxes by Issuer to a Governmental Authority, Issuer shall deliver to Administrative Agent the original or a

certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

E.In the event a recipient of any payment to be made by or on account of any Obligation under any Note Document determines in its sole discretion that it has received a Tax refund in respect of Taxes as to which it has been indemnified by Issuer or with respect to which Issuer has paid additional amounts pursuant to subsection 3.5A or subsection 3.5C, such recipient shall refund such amounts to Issuer (but only to the extent of indemnity payments made under subsection 3.5A or subsection 3.5C with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Issuer, upon the request of such recipient agrees to repay the amount paid over to Issuer (plus any penalties, interest or other charges imposed by a Governmental Authority) to such recipient in the event such recipient is required to repay such refund to a Governmental Authority. Notwithstanding anything to the contrary in this clause E, in no event will a recipient be required to pay any amount to Issuer pursuant to this clause E, the payment of which would place such recipient in a less favorable net after-Tax position than such recipient would have been in if the Tax subject to indemnification giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing in this clause E shall require a recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential in its sole discretion) to Issuer or any other Person.

F.Any Note Holder that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to Issuer and Administrative Agent, at the time or times reasonably requested by Issuer or Administrative Agent, such properly completed and executed documentation reasonably requested by Issuer or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Note Holder, if reasonably requested by Issuer or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Issuer or Administrative Agent as will enable Issuer or Administrative Agent to determine whether or not such Note Holder is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than the Prescribed Forms) shall not be required if in the Note Holder’s reasonable judgment such completion, execution or submission would subject such Note Holder to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Note Holder. Without limiting the generality of the foregoing, each Note Purchaser shall deliver to Agent and Issuer and Administrative Agent on the Closing Date and on the date a Note Holder acquires its interest in the Notes two executed copies of the applicable Prescribed Form it is legally entitled to provide that will permit such payments to be made without withholding (or backup withholding) or at a reduced rate of withholding. Each Note Holder agrees that from time to time thereafter upon the reasonable request of Agent and Issuer and Administrative Agent and if any Prescribed Form it previously delivered expires or

becomes obsolete or inaccurate in any respect, it shall update such Prescribed Form or promptly notify Agent and Issuer and Administrative Agent of its legal inability to do so.

G.If a payment made to a Note Holder under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Note Holder were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Note Holder shall deliver to Issuer and Administrative Agent at the time or times prescribed by applicable law and at such time or times reasonably requested by Issuer or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Issuer or Administrative Agent as may be necessary for Issuer and Administrative Agent to comply with their obligations under FATCA and to determine that such Note Holder has complied with such Note Holder’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause G, FATCA shall include any amendments made to FATCA after the Closing Date.

H.Each party hereto agrees (i) to treat the Notes as debt for U.S. federal tax purposes, and (ii) the Notes are not “contingent payment debt instruments” within the meaning of Treasury Regulations Section 1.1275-4 unless otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code. The parties shall treat for all income Tax purposes any payments described under subsection 3.3B and subsection 3.3C as a pro rata prepayment of such Notes pursuant to Treasury Regulations Section 1.1275-2(f) and, solely for income Tax purposes, the Notes shall be deemed retired and reissued under Treasury Regulations Section 1.1275-2(h)(6)(ii) or Treasury Regulations Section 1.1272-1(c)(6), as applicable, after such prepayment.

I.EIG MC and The Bank of New York Mellon shall each deliver a duly executed Internal Revenue Service Form W‑9 to Issuer on or prior to the date iteach becomes Technical Agent and Administrative Agent, as applicable, hereunder.

J.Each party’s obligations under this subsection 3.5 shall survive the resignation or replacement of Technical Agent or Administrative Agent or any assignment of rights by a Note Holder and the repayment, satisfaction or discharge of all obligations under any Note Document.

3.6General Provisions Regarding Payment

A.If more than one Note is outstanding, except with respect to repurchases of Repurchased Non-Converted Notes, payments pursuant to subsection 9.9E or as set forth in subsection 3.3B(vi)(b), all payments on the Notes shall be applied to the Notes pro rata based on the principal amounts outstanding.

B.At least fifteen (15) calendar days prior to each Payment Date, the Administrative Agent shall provide notice (i) to the Issuer setting forth the computation of the aggregate of all principal and interest and other amounts due hereunder and under the Notes and the other Note Documents on such Payment Date, and (ii) to each Note Holder

setting forth the computation of all principal and interest and other amounts due to the respective Note Holder hereunder and under the Notes and the other Note Documents on the respective Payment Date.

C.B. All payments of principal and interest and other amounts due hereunder and under the Notes and the other Note Documents shall be in same day funds and delivered to Note HoldersAdministrative Agent not later than 12:00 p.m. (noon) (New York City time) on the date due (without setoff or counterclaim) in Dollars in immediately available funds through wire transfer to Administrative Agent (or an account designated by Administrative Agent) for the account of the applicableeach Note Holder as set forth on Schedule 3.6B opposite the name of such Note Holder or at such other place in the United States as shall be designated in writing by such Note Holder to Issuer. All payments of amounts due to Administrative Agent hereunder shall be in same day funds and shall be delivered to Administrative Agent (or an account designated by Administrative Agent) not later than 12:00 p.m. (noon) (New York City time) on the due date (without setoff or counterclaim) in Dollars in immediately available funds through wire transfer to the applicable account of Administrative Agent as set forth on Schedule 3.6C opposite the name of Administrative Agent or in such other place in the United States as shall be designated in writing by Administrative Agent to Issuer.

D.Administrative Agent (or its agent or sub-agent appointed by it) shall promptly remit such Note Holder’s applicable share of all payments and prepayments of principal and interest due hereunder, to the extent received by Administrative Agent, to each Note Holder on the due date (without setoff or counterclaim) in Dollars in like funds as received through wire transfer to the applicable account of the applicable Note Holder as set forth on Schedule 3.6B opposite the name of such Note Holder or at such other place in the United States as shall be designated in writing by such Note Holder to Administrative Agent.

E.At the time of payment, written confirmation of such payment shall be sent toby the Administrative Agent on behalf ofto the applicable Note Holder or Agent, as applicable, by facsimile or electronic mail at the number or address, respectively, set forth in Schedule 3.6C indicating the principal and interest paid and a wire transfer identification number, and including a computation of the remaining principal amount outstanding for each Note Holder as of the time of payment. Funds received by Note Holders orAdministrative Agent, as applicable, after thatthe time set forth in Section 3.6C above shall be deemed to have been paid on the next succeeding Business Day and shall accrue interest accordingly. Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day without adjustment in the computation of the payment of interest and fees (if applicable) hereunder or under the Notes.

3.7Increased Costs

If any Change in Law shall subject any Note Holder to any Taxes (other than (A) Indemnified Taxes covered in subsection 3.5, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its notes, principal, or other obligations, and the result of any of the foregoing shall be to increase the cost to such

Note Holder of making, holding or maintaining any Note, or to reduce the amount of any sum received or receivable by such Note Holder hereunder (whether of principal, interest or any other amount) then, upon request of such Note Holder, Issuer will pay to such Note Holder, as the case may be, such additional amount or amounts as will compensate such Note Holder, as the case may be, for such additional costs incurred or reduction suffered. A certificate as to such amounts submitted to Issuer and Administrative Agent by such Note Holder shall be conclusive and binding for all purposes absent manifest error.

3.8Minimizing Additional Costs

Each Note Holder shall use good faith efforts to avoid or minimize any additional costs, Taxes, expenses or other Obligations which might otherwise be imposed on Issuer pursuant to either of subsection 3.5 or subsection 3.7 hereof; provided that such efforts shall not (i) cause the imposition on any such Note Holder of any material unreimbursed additional costs or legal or regulatory burdens, (ii) violate the terms of any agreement between a Note Holder or its Affiliate, on one hand, and any investor in such Note Holder or Affiliate, on the other hand, or (iii) otherwise be materially disadvantageous to such Note Holder. Issuer hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Note Holder in connection with any such efforts.

3.9Cancellation of Notes

Issuer will promptly cancel all Notes acquired by it or any Affiliate and no Notes may be issued in substitution or exchange for any such Notes.


SECTION 4	CONDITIONS TO CLOSING AND SECOND PHASE FUNDING

4.1Conditions to Closing

The occurrence of the Closing Date and the obligations of each Note Holder to purchase the Initial Closing Date Notes hereunder are subject to, and conditioned upon, the satisfaction, on or prior to the Closing Date of each of the following conditions, unless waived by Technical Agent and Required Note Holders:

A.Note Documents. Technical Agent and Collateral Agent shall have received each Note Document (together with all amendments, supplements, schedules, and exhibits thereto, including Schedule 1.1C), each of which (a) (i) shall have been duly authorized, executed and delivered by each Note Document Party party thereto, and (ii) shall be in full force and effect and (b) no Default shall have occurred and be continuing thereunder. Technical Agent and Collateral Agent shall also have received a notice, executed by Issuer, setting out the Date Certain, which date shall be the last DFCD Deadline to occur under any of the Qualifying LNG SPAs delivered pursuant to the conditions precedent in Section 4.1(b)(i) (Conditions to Closing) of the Common Terms Agreement.

B.CCH Senior Financing.

(i)Technical Agent shall have received copies of each of the CCH Senior Financing Documents, duly executed by each of the parties thereto, that reflect the terms

and conditions set forth in the drafts thereof made available to Technical Agent on February 13, 2015 (or, with respect to Schedule A to the Common Terms Agreement (the Common Definitions and Rules of Interpretation), on February 28, 2015), with no changes thereto that are materially adverse to the interests of the Note Holders, other than any such changes as are approved by the Required Note Holders.

(ii)To the extent not delivered pursuant to clause (i) above and subject to Technical Agent’s and the Note Holders’ entry into any confidentiality agreement reasonably requested by any third party, Technical Agent shall have received a copy of all closing documents and deliverables provided to the lenders under the CCH Senior Financing; provided that in no circumstance shall the delivery of, or access to, copies of the ConocoPhillips License Agreements (as defined in each EPC Contract) be a condition to the occurrence of the Closing Date).

(iii)Prior to or concurrently with the Closing, the “Closing” (as defined in the CCH Senior Financing Documents) shall have occurred, as certified by a Responsible Officer of CCH (such certificate in form and substance reasonably satisfactory to Technical Agent); provided that if CCH received a waiver from the lenders under the CCH Senior Financing with respect to any of the following conditions precedent, a waiver shall have been obtained from the Required Note Holders on or prior to the Closing Date:

(a)any of the conditions precedent described in Section 4.1(d) or (e) of the Common Terms Agreement;

(b)the condition precedent described in Section 4.1(b)(ii) of the Common Terms Agreement with respect specifically and solely to the requirement that the Initial LNG SPAs and the Applicable EPC Contracts be in full force and effect as of the required date; or

(c)the truth and accuracy of the representations and warranties described in Section 5.1(b)(i) of the Common Terms Agreement with respect specifically and solely to obtaining the Greenhouse Gas Permit.

(iv)The satisfaction or, subject to the final proviso of this section, waiver, of all conditions precedent to the initial advance of funds under the CCH Senior Financing Documents shall have occurred (except for conditions precedent that, by their nature, (a) are to be satisfied upon the issuance of the Notes and the application of the proceeds therefrom or (b) cannot be satisfied until the date of such initial advance of funds under the CCH Senior Financing; provided that in the case of this clause (b), such conditions precedent would have been satisfied as of the Closing Date if the initial advance had occurred on the Closing Date); provided, further, that no waiver of any condition precedent to the initial advance of funds under the CCH Senior Financing shall limit, condition or delay the amount available to be drawn under the CCH Senior Financing.

C.Certificate of a Responsible Officer. Technical Agent and Collateral Agent shall have received a certificate from a Responsible Officer of Issuer in the form of Exhibit K-1 attached hereto, dated the Closing Date, certifying that all of the representations

and warranties of any Note Document Party made in this Agreement and the other Note Documents are true and correct in all material respects on and as of the Closing Date (except to the extent (a) such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such date or (b) any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects).

D.Constituent Documents; Good Standing Certificates. Technical Agent and Collateral Agent shall have received (i) the Issuer Organizational Documents, as amended, modified or supplemented to the Closing Date, certified to be in full force and effect and true, correct and complete as of the Closing Date by a Responsible Officer of Issuer, together with a certificate of good standing from the Secretary of State of the State of Delaware dated no more than five (5) Business Days prior to the Closing Date and (ii) the Constituent Documents of each other Note Document Party, as amended, modified or supplemented to the Closing Date, certified to be in full force and effect and true, correct and complete as of the Closing Date by a Responsible Officer of such Note Document Party, together with a certificate of good standing from the Secretary of State of the State of Delaware dated no more than five (5) Business Days prior to the Closing Date.

E.Certified Resolutions, etc. Technical Agent and Collateral Agent shall have received certificates in form and substance reasonably satisfactory to Technical Agent of a Responsible Officer of each Note Document Party, dated the Closing Date, (i) certifying (a) the names and true signatures of the incumbent officers of such Note Document Party authorized to sign the Note Documents to which it is a party and (b) that all corporate or limited liability company action for approving and authorizing the execution, delivery and performance of all such Note Documents by such Note Document Party has been taken, and (ii) attaching a copy of the resolutions adopted by or on behalf of such Note Document Party authorizing the execution, delivery and performance of all such Note Documents.

F.Opinions of Counsel and Advisors.

(i)Technical Agent shall have received:

(a)a legal opinion from Sullivan & Cromwell LLP, New York counsel to the Note Document Parties, addressed to Technical Agent and each Note Purchaser, dated the Closing Date, in the form of Exhibit I-1 hereto;

(b)a legal opinion or opinions from regulatory counsel to the Note Document Parties, addressed to Technical Agent and each Note Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to Technical Agent; and

(c)a reasoned opinion from a nationally recognized accounting firm or law firm reasonably acceptable to Technical Agent (which, for the avoidance of doubt, includes Ernst & Young LLP), addressed to Parent and Issuer, dated as of the Closing Date, and taking into account that Issuer will be treated as a corporation for U.S. federal income tax purposes as of the Closing Date, to the effect that neither Issuer nor Parent should be a USRPHC.

(ii)Collateral Agent shall have received a reliance letter with respect to certain of the matters addressed by the opinion delivered pursuant to subsection 4.1F(i)(a) in form and substance reasonably satisfactory to Collateral Agent.

G.Security Documents; Filings. The Security Documents and all financing statements or other instruments with respect thereto, as may be necessary, shall have been duly executed, filed or recorded in such manner and in such places as are required by applicable Requirements of Law or by the applicable Security Documents to establish and perfect a Priority Lien (subject to Excepted Liens) in favor of Collateral Agent for the benefit of the Secured Parties, as granted or purported to be granted in the Collateral pursuant to the Security Documents. Without limiting the generality of the foregoing, (i) Parent shall have executed and delivered the Parent Pledge Agreement, (ii) Issuer shall have executed and delivered the Issuer Pledge Agreement, (iii) Issuer and the applicable Depositary Bank or Securities Intermediary shall have entered into an Account Control Agreement with respect to the Issuer account into which all distributions from CCH Direct Parent will be deposited, (iv) each Note Document Party, as applicable, shall have executed and filed, or caused to be filed, or Technical Agent shall be satisfied that each Note Document Party, as applicable, shall file or cause or authorize to be filed substantially simultaneously with the Closing, UCC-1 financing statements under the Uniform Commercial Code with respect to the Collateral in all jurisdictions required to provide Collateral Agent such perfected security interest in the Collateral and taken all such other action as is necessary has been taken to establish and perfect Collateral Agent’s rights in and to the Collateral, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents), (v) Technical Agent and Collateral Agent shall have received evidence of the registrations and filings referred to in clause (iv) above (or shall be satisfied that such registrations and filings shall be made substantially simultaneously with the Closing), (vi) Collateral Agent shall have received all share certificates (together with stock powers executed in blank) representing all of the outstanding Equity Interests of Issuer and CCH Direct Parent to be pledged to Collateral Agent pursuant to the terms of the Pledge Agreements, and (vii) Technical Agent and Collateral Agent shall have received either copies of all such documents or other evidence reasonably satisfactory to Technical Agent of the filing of all such financing statements and other recordings. All Taxes, fees, and other charges payable in connection therewith shall have been paid in full by Issuer or arrangements shall have been made for the payment of same to the reasonable satisfaction of Technical Agent.

H.Record Searches. Technical Agent and Collateral Agent shall have received completed requests for information or copies of the Uniform Commercial Code reports and tax lien, judgment and litigation search reports for the States of Delaware and Texas that name any Note Document Party as debtor, together with copies of each Uniform Commercial Code financing statement, fixture filing or other filings listed therein, which shall have revealed no filings or recordings with respect to any Collateral (other than with respect to Excepted Liens) or any other assets of any Subject Company (other than with respect to Permitted Liens) in favor of any Person other than Collateral Agent.

I.Financial Statements and Information. Technical Agent shall have received (i) unaudited consolidated financial statements of CCL and CCP for the Fiscal Quarter ended September 30, 2014, (ii) unaudited consolidated financial statements of CCL and CCP for the Fiscal Year ended December 31, 2013 and (iii) if the Closing Date occurs after February 28,

2015, unaudited consolidated financial statements of CCL and CCP for the Fiscal Year ended December 31, 2014 and for any other Fiscal Quarter ended at least 60 days prior to the Closing Date.

J.Fees and Expenses. Technical Agent, Collateral Agent and each Note Holder shall have received on the Closing Date (including from proceeds of the Initial Closing Date Notes) for their respective accounts, all Fees and expenses due and payable hereunder or otherwise in connection with the Transactions on or before the Closing Date, including amounts invoiced through the Closing Date and subject to reimbursement in accordance with subsection 1)a)i)(1)(a)(i).

K.Patriot Act. Technical Agent and Collateral Agent shall have received no later than three (3) Business Days prior to the Closing Date with respect to the Issuer Parties copies of the documents listed on Schedule 4.1K that are required for Technical Agent or any Note Purchaser to carry out applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent not otherwise required to be provided pursuant to this subsection 4.1.

L.Equity Contribution.

(i)Technical Agent shall have received a copy of the fully executed Equity Contribution Agreement, which shall contain no amendments or alterations to the form of Equity Contribution Agreement attached hereto as Exhibit H that are adverse to the interests of the Note Holders, other than any such changes as are approved by the Required Note Holders.

(ii)Technical Agent shall have received evidence that (a) Parent shall have on or prior to the Closing Date, contributed to Issuer an amount in cash such that, together with the proceeds of the Initial Closing Date Notes, Issuer will have sufficient cash, including the proceeds of the Initial Closing Date Notes, to cause cash common equity capital contributions in an aggregate amount of not less than $1,470,000,000 (the “Equity Contribution”) to have been contributed to CCH or used for the payment of eligible Project Costs (as set forth in the CCH Senior Financing Documents) as of the Closing Date, and such Equity Contribution shall have been contributed to CCH or used for the payment of eligible Project Costs as required by the CCH Senior Financing Documents and (b) CCH shall not have distributed to any Subject Company or to Parent or any of its Affiliates (other than to any Project Entity) any development equity contributed by Parent or any of its Affiliates to CCH or any of its Subsidiaries on or prior to the Closing Date.

M.Notice to Proceed. Technical Agent shall have received certification (such certificate in form and substance reasonably satisfactory to Technical Agent) from Issuer that (i) CCL is prepared to issue the full “Notice to Proceed” (as defined in the EPC Contract (T1/T2)) under the EPC Contract (T1/T2), subject only to Issuer’s receipt of the proceeds from the Notes, the satisfaction or waiver by lenders under the CCH Senior Financing of the conditions to the initial disbursement thereunder in accordance with subsection 4.1B and CCH’s receipt of the proceeds from the initial disbursement under the CCH Senior Financing and (ii) the Facility Debt Commitments together with the proceeds of the Notes, the equity commitments under the Equity Contribution Agreement and projected contracted Cash Flow from the fixed

component under the Qualifying LNG SPAs will be sufficient to achieve the Project Completion Date for the then-applicable Development by the Date Certain.

N.Registration Rights Agreement. (a) The Note Holders shall have received a Registration Rights Agreement in the form of Exhibit C hereto (the “Registration Rights Agreement”), which (i) shall have been duly authorized, executed and delivered by Parent and each other Person party thereto, and (ii) shall be in full force and effect and (b) no default or event of default shall have occurred and be continuing thereunder.

O.Independent Director. Technical Agent shall have received reasonably satisfactory evidence that an independent member of the board of Issuer, who satisfies the requirements set forth in subsection 6.10B, shall have been appointed to the board of Issuer.

P.Appointment of Process Agent. Technical Agent and Collateral Agent shall have received reasonably satisfactory evidence that Issuer has appointed a process agent in the State of New York.

Q.USRPHC Certificate. Technical Agent shall have received a certificate in form and substance reasonably satisfactory to Technical Agent from each of Issuer and Parent duly executed by a Responsible Officer of such Person, certifying that each of Issuer and Parent is not a USRPHC.

R.IRS Form 8832. Issuer shall have delivered to Technical Agent a copy of a duly executed Internal Revenue Service Form 8832 (Entity Classification Election) electing to treat Issuer as an association taxable as a corporation for U.S. federal tax purposes effective as of the Closing Date.

S.EIG Indemnification Agreement. Parent, Issuer and EIG MC shall have entered into the EIG Indemnification Agreement in the form attached hereto as Exhibit G.

T.CUSIP Number. An identification number issued by Standard & Poor’s CUSIP Service Bureau shall have been obtained for the Notes.

U.Funding Instructions. At least fifteen (15) Business Days prior to the Closing Date, each Note Purchaser shall have received written instructions signed by a Responsible Officer of Issuer on letterhead of Issuer providing the account information for the account, which shall be subject to an Account Control Agreement, to which the purchase price of the Notes should be funded on the Closing Date: (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number, and (c) the name and number of the account into which the purchase price for the Notes is to be deposited.

V.Additional Matters. Technical Agent and Collateral Agent shall have received such other certificates, documents and instruments relating to the Transaction as may have been reasonably requested by Technical Agent or Collateral Agent, as applicable, for Required Note Holders.

4.2Conditions to Second Phase Funding

The occurrence of the Second Phase Funding Date and the obligations of each Second Phase Note Purchaser to purchase the Initial Second Phase Notes hereunder are subject to, and conditioned upon, the satisfaction, on or prior to the Second Phase Funding Date, of each of the following conditions unless waived by Technical Agent and the Required Note Holders.

A.Note Documents.

(i)Each Note Document shall be in full force and effect, and no Default or Event of Default shall have occurred and be continuing thereunder. The Closing Date shall have occurred on or prior to the Second Phase Funding Date.

(ii)Technical Agent and Collateral Agent shall have received, to the extent not delivered pursuant to subsections 6.7D and 6.7E, (a) an updated version of Schedule 1.1C reflecting the Projected Principal Amount as of the Second Phase Funding Date and (b) to the extent not previously delivered to Technical Agent pursuant to subsection 6.7E, a copy of the then-current base case forecast under the Common Terms Agreement, in each case, which shall be in form and substance reasonably satisfactory to Technical Agent; provided that any version of the base case forecast prepared in accordance with the CCH Senior Financing Documents shall be deemed to be in form and substance reasonably satisfactory to Technical Agent.

B.Matters Relating to Train Three.

(i)The Second Phase Qualifying LNG SPAs and the EPC Contract (T3) shall be in full force and effect.

(ii)The Second Phase CP Date shall have occurred.

(iii)The Second Phase Funding Date shall occur on or before the Second Phase Commitments Outside Date.

(iv)Under the Qualifying LNG SPAs, the LNG Buyers shall have committed to purchase, in the aggregate, not less than 10.5 mtpa.

(v)Technical Agent and Collateral Agent shall have received a notice, executed by Issuer, expressly setting out the new Date Certain, which date shall be the last DFCD Deadline to occur under any of the Qualifying LNG SPAs delivered to the Intercreditor Agent pursuant to the conditions precedent in Section 4.3(b)(i) (Conditions to Second Phase Expansion) of the Common Terms Agreement, to the extent such DFCD Deadline is later than the then-existing Date Certain.

C.CCH Senior Financing.

(i)To the extent not previously delivered and subject to Technical Agent’s and the Note Holders’ entry into any confidentiality agreement reasonably requested by any third party, Technical Agent shall have received a copy of all documents and deliverables

provided to the lenders under the CCH Senior Financing in connection with the Initial Second Phase Advance; provided that in no circumstance shall the delivery of, or access to, copies of the ConocoPhillips License Agreements (as defined in each EPC Contract) be a condition to the occurrence of the Second Phase Funding Date).

(ii)Technical Agent shall have received a certificate of a Responsible Officer of CCH (such certificate in form and substance reasonably satisfactory to Technical Agent) that the satisfaction or, subject to the final proviso of this section, waiver, of all conditions precedent to the Initial Second Phase Advance has occurred (except for conditions precedent that, by their nature, (a) are to be satisfied upon the issuance of the Initial Second Phase Notes and the application of the proceeds therefrom or (b) cannot be satisfied until the date of such Initial Second Phase Advance under the CCH Senior Financing; provided that such conditions precedent would have been satisfied as of the Second Phase Funding Date if the Initial Second Phase Advance had occurred on the Second Phase Funding Date); provided, further, that no waiver of any condition precedent to the Initial Second Phase Advance under the CCH Senior Financing shall limit, condition or delay the amount available to be drawn under the CCH Senior Financing.

D.Certificate of a Responsible Officer. Technical Agent and Collateral Agent shall have received a certificate from a Responsible Officer of Issuer in the form of Exhibit K-2 attached hereto, dated the Second Phase Funding Date, certifying that all of the representations and warranties of Issuer made in this Agreement on the Second Phase Funding Date are true and correct in all material respects on and as of the Second Phase Funding Date (except to the extent (a) such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such date or (b) any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects).

E.Opinion of Counsel. Technical Agent shall have received a legal opinion from Sullivan & Cromwell LLP, New York counsel to the Note Document Parties, addressed to Technical Agent and each Second Phase Note Purchaser, dated the Second Phase Funding Date, in the form of Exhibit I-2 hereto.

F.Fees and Expenses. Technical Agent, Collateral Agent and each Second Phase Note Purchaser shall have received on the Second Phase Funding Date (including from proceeds of the Initial Second Phase Notes) for their respective accounts, all Fees and expenses due and payable hereunder or otherwise in connection with the Transactions on or before the Second Phase Funding Date, including amounts invoiced through the Second Phase Funding Date and subject to reimbursement in accordance with subsection 12.2A.

G.Equity Contribution. CCH shall not have distributed to any Subject Company or to Parent or any of its Affiliates (other than to any Project Entity) any development equity contributed by Parent or any of its Affiliates to CCH or any of its Subsidiaries on or prior to the Second Phase Funding Date.

H.Notices to Proceed. Technical Agent shall have received certification (such certificate in form and substance reasonably satisfactory to Technical Agent) from Issuer that (i) CCL is prepared to issue the full “Notice to Proceed” (as defined in the EPC Contract (T3)) under the EPC Contract (T3), subject only to Issuer’s receipt of the proceeds from the Initial Second Phase Notes, the satisfaction or waiver by lenders under the CCH Senior Financing of the conditions to the Initial Second Phase Advance thereunder in accordance with subsection 4.2C and CCH’s receipt of the proceeds from the Initial Second Phase Advance under the CCH Senior Financing and (ii) the Facility Debt Commitments together with the proceeds of all the Initial Notes, the equity commitments under the Equity Contribution Agreement and projected contracted Cash Flow from the fixed component under the Qualifying LNG SPAs will be sufficient to achieve the Project Completion Date by the Date Certain.

I.USRPHC Certificate. Technical Agent shall have received a certificate, dated as of the Second Phase Funding Date, in form and substance reasonably satisfactory to Technical Agent from each of Issuer and Parent duly executed by a Responsible Officer of such Person, certifying that each of Issuer and Parent is not a USRPHC.

J.Funding Instructions. At least fifteen (15) Business Days prior to the Second Phase Funding Date, each Second Phase Note Purchaser shall have received written instructions signed by a Responsible Officer of Issuer on letterhead of Issuer providing the account information for the account, which shall be subject to an Account Control Agreement, to which the purchase price of the Initial Second Phase Notes should be funded on the Second Phase Funding Date: (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number, and (c) the name and number of the account into which the purchase price for the Notes is to be deposited.

K.Additional Matters. Technical Agent and Collateral Agent shall have received such other certificates, documents and instruments relating to the Second Phase Funding as may have been reasonably requested by Technical Agent or Collateral Agent, as applicable, for the Required Note Holders.

4.3General Principles

All of the agreements, instruments, reports, opinions and other documents and papers referred to in subsections 4.1 and 4.2, unless otherwise expressly specified, shall be delivered to Technical Agent, for the account of each Note Holder and each Second Phase Note Purchaser and, except for the Notes and to the extent reasonably requested by Technical Agent, in sufficient counterparts or other originals for each such Note Holder.

4.4Conditions to Issuance

A.Initial Closing Date Notes. The obligation of Issuer to issue, sell and deliver the Initial Closing Date Notes to the Note Purchasers at the Closing is subject to, and

conditioned upon, the satisfaction of each of the following conditions, unless waived in writing by Issuer:

(i)receipt, by wire transfer of immediately available funds to the account designated in accordance with subsection 4.1U, from each Note Purchaser, of 100% of the principal amount of the Initial Closing Date Note set forth opposite such Note Purchaser’s name on Schedule 2.1; and

(ii)all of the representations and warranties of each Note Purchaser set forth in subsection 12.9T and of Technical Agent set forth in subsection 12.11 are true and correct in all material respects as if made on and as of the Closing Date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such date); it being understood that the acceptance by each Note Purchaser of its Initial Closing Date Note and by Technical Agent of any document delivered pursuant to subsection 4.1 shall be deemed to be a representation and warranty on the Closing Date that this condition is satisfied with respect to the representations and warranties of such Note Purchaser or Technical Agent, as applicable.

B.Initial Second Phase Notes. The obligation of Issuer to issue, sell and deliver the Initial Second Phase Notes to the Second Phase Note Purchasers at the Second Phase Funding is subject to, and conditioned upon, the satisfaction of each of the following conditions, unless waived by Issuer:

(i)receipt, by wire transfer of immediately available funds to the account designated in accordance with subsection 4.2J, from each Second Phase Note Purchaser, of 100% of the principal amount of the Initial Second Phase Note set forth opposite such Second Phase Note Purchaser’s name on Schedule 2.2;

(ii)all of the representations and warranties of each Second Phase Note Purchaser set forth in subsection 12.9T and of Technical Agent set forth in subsection 12.11 are true and correct in all material respects as if made on and as of the Second Phase Funding Date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such date); it being understood that the acceptance by each Second Phase Note Purchaser of its Initial Second Phase Note and by Technical Agent of any document delivered pursuant to subsection 4.2 shall be deemed to be a representation and warranty on the Second Phase Funding Date that this condition is satisfied with respect to the representations and warranties of such Second Phase Note Purchaser or Technical Agent, as applicable;

(iii)the Closing Date shall have occurred on or prior to the Second Phase Funding Date;

(iv)the Second Phase CP Date shall have occurred; and

(v)the Second Phase Funding Date shall occur on or before the Second Phase Commitments Outside Date.


SECTION 5	REPRESENTATIONS AND WARRANTIES

In order to induce Note Purchasers to enter into this Agreement and to purchase the Notes hereunder, Issuer makes the following representations and warranties on the date hereof, on the Closing Date and, with respect to the representations and warranties set forth in subsections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9A, 5.10, 5.11, 5.12, 5.14, 5.19, 5.20 and 5.23, on the Second Phase Funding Date (except, in each case, to the extent such representation and warranty expressly relates to a specified date, in which case such representation and warranty shall be only as of such date). Any reference in any representation or warranty to a Transaction Document, Material Project Agreement or Permitted Senior Debt Document shall include only Transaction Documents, Material Project Agreements and Permitted Senior Debt Documents that have been entered into on or prior to the date such representation or warranty is made or deemed made.

5.1Existence and Business

Each Issuer Party (i) is a limited liability company, corporation or limited partnership duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (ii) is duly qualified and in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure (either individually or in the aggregate) to so qualify or be licensed could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite limited liability company, corporate or partnership power and authority to own or lease and operate its Properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding Equity Interests in Issuer, CCH Direct Parent and each Project Entity have been validly issued, are fully paid and non-assessable and are owned (x) in the case of Issuer, by Parent free and clear of all Liens other than Excepted Liens, (y) in the case of CCH Direct Parent, by Issuer, free and clear of all Liens other than Excepted Liens, and (z) in the case of each Project Entity, by CCH Direct Parent or the applicable other Project Entity, free and clear of all Liens other than Liens created under the Permitted Senior Debt Documents and other Liens permitted thereunder.

5.2Organizational Matters and Equity Interests

A.Set forth on Schedule 5.2 hereto is a complete and accurate list of all Issuer Parties, showing as of the date hereof the jurisdiction of its incorporation, formation or existence, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the Constituent Documents of each Note Document Party and each amendment thereto provided pursuant to subsection 4.1D is a true and correct copy of each such document as of the Closing Date, or, except to the extent an updated copy of such document has been delivered to Technical Agent, pursuant to subsection 8.6A(iv) or in connection with the Second Phase Funding, as of the Second Phase Funding Date, as applicable, each of which is valid and in full force and effect.

B.There is no existing option, warrant, call, right, commitment or other agreement to which Issuer or any of its Subsidiaries is party requiring, and there is no membership interest in or other Equity Interest in or other security or instrument of Issuer or any

of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Issuer or any of its Subsidiarie