Corpus Christi Liquefaction, LLC

Exhibit 10.4

Corpus Christi Liquefaction, LLC

November 1, 2022

Cheniere Marketing International LLP

3rd Floor, The Zig Zag Building

00 Xxxxxxxx Xxxxxx

Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

Attn: Commercial Operations

Re: Letter Agreement regarding changes to the ARC IPM SPA (“Letter Agreement”)

Dear Sir or Madam:

The Parties have entered into that certain LNG Sale and Purchase Agreement (ARC), dated June 15, 2022, between Corpus Christi Liquefaction, LLC (as successor to Corpus Christi Liquefaction Stage III, LLC) and Cheniere Marketing International LLP (the “ARC IPM SPA”). Capitalized terms used but not defined herein shall have the meanings given them in the ARC IPM SPA. Except as expressly agreed herein, all terms and conditions of the ARC IPM SPA remain in full force and effect and are acknowledged and ratified. The Parties hereby agree as follows:

1.Amendments.

(a)Section 1.1 of the SPA shall be amended by: (i) deleting the definition of “DSCQ” in its entirety and replacing it with the following: “in respect of a cargo, three million seven hundred two thousand eight hundred ninety-nine (3,702,899) MMBtu minus MQ; provided that DSCQ shall never be less than zero (0);”; and (ii) adding the following as a new defined term:

“MQ: as defined in Section 5.3;”.

(b)Section 5.3 of the SPA shall be deleted in its entirety and replaced with the following:

“5.3 Major Scheduled Maintenance

Seller shall be entitled to reduce the Scheduled Cargo Quantity for one (1) or more cargoes by up to an aggregate amount of three million seven hundred seventy six thousand nine hundred fifty-seven (3,776,957) MMBtu (such amount in respect of a cargo, “MQ”) in any Contract Year in case of scheduled maintenance to the Corpus Christi Facility, subject to the following conditions:

(a)Seller may only exercise its right to such reduction in a Contract Year if it or its Affiliate determines, as a Reasonable and Prudent Operator, that major scheduled maintenance is required for operational reasons;

(b)Seller shall notify Buyer of its election of MQ (including the amount applicable to each affected cargo) pursuant to Section 8.1.3(b);

000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
x0 000-000-0000

Corpus Christi Liquefaction, LLC

(c)if Seller elects to reduce the Scheduled Cargo Quantity of a single cargo (an “MSMQ Cargo”) by three million seven hundred two thousand eight hundred ninety-nine (3,702,899) MMBtu, then such election shall result in the removal of one (1) cargo from the ADP proposed by Buyer in accordance with Section 8.1.2 (Seller to identify the cargo being removed from the schedule in its sole discretion) and Seller shall be relieved of its obligation to make available a cargo in respect of the Month in which such removed cargo had been preliminarily scheduled; and

(d)the cumulative amount of all MQ elected by Seller pursuant to this Section 5.3 shall not exceed eleven million one hundred eight thousand six hundred ninety-seven (11,108,697) MMBtu during any six (6) consecutive Contract Years.”.

(c)Section 7.16.2(a) of the SPA shall be deleted in its entirety and replaced with the following:

“all LNG provided by Seller for cooling LNG Tankers shall be sold, delivered and invoiced by Seller, and paid for by Buyer, at a price (expressed in USD per MMBtu) equal to: (1) one hundred fifteen percent (115%) multiplied by HH; plus (2) (x) eighty percent (80%) multiplied by (y) GCM (calculated in accordance with Section 9.1.1 as if such cargo had been made available in the Delivery Month) minus one hundred fifteen percent (115%) multiplied by HH; provided that if sub-part (y) above is equal to or greater than USD three decimal zero zero per MMBtu (US$3.00/MMBtu), then such price (expressed in USD per MMBtu) shall be equal to one hundred fifteen percent (115%) multiplied by HH plus USD three decimal zero zero per MMBtu (US$3.00/MMBtu);”.

(d)Section 8.1.1 of the SPA shall be amended by replacing “one hundred seventy (170) Days” with “one hundred eighty (180) Days”.

(e)Section 8.1.2 of the SPA shall be amended by replacing “one hundred twenty (120) Days” with “one hundred ten (110) Days”.

(f)Section 8.1.3 of the SPA shall be amended by replacing “seventy-five (75) Days” with “eighty-five (85) Days”.

(g)Section 8.1.3(b) of the SPA shall be deleted in its entirety and replaced with the following: “whether Seller is electing MQ for the Contract Year in accordance with Section 5.3, including identification of the MQ applicable to each cargo or the cargo being removed from Buyer’s proposed schedule if Seller is electing an MSMQ Cargo;”.

(h)Section 8.1.3(c)(ii) of the SPA shall be amended by adding the following to the end of such provision: “minus the MQ applicable to such cargo, if any”.

000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
x0 000-000-0000

Corpus Christi Liquefaction, LLC

(i)Section 8.1.3(c)(iii) of the SPA shall be deleted in its entirety and replaced with the following: “the proposed Delivery Window for each cargo, provided that Seller shall propose a number of cargoes equal to the AACQ for such Contract Year and such schedule shall be on a reasonably even and ratable basis (before taking into account the removal of any MSMQ Cargo or MQ) taking into consideration planned maintenance at the Corpus Christi Facility and the schedule of deliveries in respect of the immediately preceding Contract Year;”.

(j)Section 8.2.1 of the SPA shall be amended by replacing “five (5) Days” with “ten (10) Days”.

(k)Section 8.2.2 of the SPA shall be amended by replacing both instances of “fifty-five (55) Days” with “sixty (60) Days”.

(l)The definition of GCM in Section 9.1.1 of the SPA shall be amended by replacing “Pricing Date” with “GCM Pricing Date”.

(m)The definition of GCMA in Section 9.1.1 of the SPA shall be deleted in its entirety and replaced with the following: “GCMA = (1.15 x HH) + (0.80 x (GCM – (1.15 x HH))); provided that if (GCM – (1.15 x HH)) is equal to or greater than US$3.00/MMBtu, then GCMA shall be equal to (1.15 x HH) + US$3.00/MMBtu; and”.

2.Miscellaneous.

(a)Successors. The provisions of this Letter Agreement shall be binding upon, and will inure to the benefit of, each of the parties hereto and to their respective successors, transferees and permitted assigns.

(b)Applicable Law and Dispute Resolution. This Letter Agreement is governed by and construed under the laws of the State of New York without regard to principles of conflict of laws that would specify the use of other laws. Any dispute arising in connection with this Letter Agreement shall be resolved through arbitration in accordance with Section 21.1 of the ARC IPM SPA, which is incorporated herein, mutatis mutandis.

(c)Amendment. This Letter Agreement cannot be amended, supplemented, modified or changed in any way without the prior written consent of each party to be bound thereby. No supplement, alteration or modification of this Letter Agreement shall be binding unless executed in writing by the parties hereto and such writing expressly states that it is intended to supplement, alter or modify this Letter Agreement.

(d)Captions. The captions in this Letter Agreement are inserted for convenience of reference only and shall not be considered in construing and enforcing this Letter Agreement.

(e)Counterpart Execution. This Letter Agreement may be executed in any number of counterparts, including electronic portable document format (“pdf”) counterparts, each of which when so executed will be deemed to be an original and such counterparts together will

000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
x0 000-000-0000

Corpus Christi Liquefaction, LLC

constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the date set forth above.

Please indicate Xxxxx’s agreement with the terms of this Letter Agreement by executing a copy of this Letter Agreement where indicated below and returning it to Seller.

Sincerely,

Corpus Christi Liquefaction, LLC

By:

/s/ Xxxx Xxxxx

Xxxx Xxxxx

President and Chief Financial Officer

Accepted and Agreed:

Cheniere Marketing International LLP

acting by its managing member, Cheniere Marketing, LLC

By:

/s/ Xxxxxx Xxxxxx

Xxxxxx Xxxxxx

Executive Vice President and Chief Commercial Officer

000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
x0 000-000-0000