Document

EX-10.5 6 ex105-1q26.htm EX-10.5 Document

Exhibit 10.5

CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

CHANGE ORDER

(for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1D or 6.2C)


PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility						DATE OF AGREEMENT: June 7, 2025

AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Train 4						CHANGE ORDER NUMBER: Owner EC Number: EC40013 Contractor Change Number: SCT4013

OWNER: Rio Grande LNG Train 4, LLC						EFFECTIVE DATE OF CHANGE ORDER: February 06, 2026

CONTRACTOR: Bechtel Energy Inc.


TITLE: SITE AREA MODIFIED FOR MATERIAL LAYDOWN STORAGE

The Agreement between the Parties listed above is changed as follows:

BACKGROUND:

To support the development of the Train 4 Work in conjunction with the current execution activities relating to Phase 1, Owner and Contractor mutually agreed to a parking and laydown strategy that eliminates the need for offsite parking and minimizes offsite laydown requirements. This approach includes establishing a new laydown area northeast of the eastern entrance to the Project and repurposing other designated areas to accommodate on‑site parking.

CHANGE:

Soil Improvements – For the area listed in Table 1 (Area Modified for Laydown-Storage), Contractor to perform all Work necessary to improve the soils in such a manner that Equipment and materials which require storage at the Site can be correctly stored until it can be incorporated into the Facility.

Table 1 – Areas Modified for Laydown-Storage

[***]

Attachments supporting this Change Order: N/A


Adjustments to Contract Price
1)	The original Contract Price was	$	4,768,401,000
2)	Net change by previously authorized Change Orders (N/A)	$	87,058,009
3)	The Contract Price prior to this Change Order was	$	4,855,459,009
4)	The Aggregate Equipment Price will be unchanged by this Change Order in the amount of	$ [***]
5)	The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of	$ [***]
6)	The total Aggregate Equipment, Labor and Skills Price will be increased by this Change Order in the amount of	$	3,452,946
7)	The new Contract Price including this Change Order will be	$	4,858,911,955

Adjustment to Key Dates:

The following Key Dates are modified (list all Key Dates modified; insert N/A if no Key Dates modified)

The Key Date for N/A will be (increased)(decreased) by N/A Days.

The Key Date for N/A as of the date of this Change Order therefore is N/A Days after NTP.

(list all Key Dates that are modified by this Change Order using the format set forth above)

The Guaranteed Date of N/A will be (increased)(decreased) by N/A Days.

The Guaranteed Date of N/A as of the effective date of this Change Order therefore is N/A Days after NTP.

(list all Guaranteed Dates that are modified by this Change Order using the format set forth above)

Attached to this Change Order is an updated Schedule E-1 which shall reflect and highlight any adjustment(s) to the Key Dates agreed to in this Change Order. N/A

Impact to other Changed Criteria: (insert N/A if no changes or impact; attach additional documentation if necessary)

Impact on Payment Schedule (including, as applicable, Payment Milestones):

All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC40013_SCT4013 will be incorporated in Change Order EC40031_SCT4027 to be executed in 1Q-2026.

Impact on Maximum Cumulative Payment Schedule:

All Impacts to Attachment C (Maximum Cumulative Payment Schedule) resulting from this Change Order EC40013_SCT4013 will be incorporated in Change Order EC40031_SCT4027 to be executed in 1Q-2026.

Impact on Minimum Acceptance Criteria: N/A

Impact on Performance Guarantees: N/A

Impact on Basis of Design: N/A

Any other impacts to obligation or potential liability of Contractor or Owner under the Agreement: N/A

[A]This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the changes

reflected in this Change Order upon the Change Criteria and shall be deemed to compensate Contractor fully for such change. Initials: SFO Contractor ATOwner

[B] Pursuant to Section 6.4 of the Agreement, this Change Order shall not constitute a full and final settlement and

accord and satisfaction of all effects of the change reflected in this Change Order upon the Change Criteria and shall not be deemed to compensate Contractor fully for such change, subject to the below:

Initials: Contractor Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the Agreement without exception or qualification. Except as modified by this and any previously issued Change Orders or any amendments to the Agreement, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives. This Change Order represents full and final consideration and/or adjustments for the above change, except as set out above.


/s/ Alex Thompson						/s/ Scott Osborne
Owner						Contractor

Alex Thompson						Scott Osborne
Name						Name

Authorized Person						Senior Project Manager
Title						Title

February 6, 2026						February 6, 2026
Date of Signing						Date of Signing

CHANGE ORDER

(for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1D or 6.2C)


PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility						DATE OF AGREEMENT: June 7, 2025

AGREEMENT: Amended and Restated Fixed Price Turnkey Agreement for Train 4						CHANGE ORDER NUMBER: Owner EC Number: EC40033 Contractor Change Number SCT4026

OWNER: Rio Grande LNG Train 4, LLC						EFFECTIVE DATE OF CHANGE ORDER: February 6, 2026

CONTRACTOR: Bechtel Energy Inc.

TITLE: ATTACHMENT KK - CURRENT INDEX VALUE UPDATES FOR Q4-2025 (T4)

BACKGROUND:

Pursuant to Section 1.2 of Attachment KK, the Contract Price will be adjusted quarterly to reflect the cumulative amount of Rise and Fall for the commodities listed in the Appendix 1 (Commodity Price Rise and Fall Payment Calculations). The commodities as listed in Appendix 1 (Commodity Price Rise and Fall Payment Calculations) which are subject to Rise and Fall during the Transaction Period of Q4-2025 are:

•STAINLESS STEEL PIPE MATERIAL, PIPE, FLANGES

•CARBON STEEL PIPE, FITTINGS, FLANGES

•UAE FABRICATED STRUCTURAL STEEL

CHANGE:

1.Attachment KK, Appendix 1 (Commodity Price Rise and Fall Payment Calculation) shall be updated per the Appendix 1 (Commodity Price Rise and Fall Calculation) as provided in Attachment 1 to this Change Order.

Attachments:

•Attachment 1 – Attachment KK, Appendix 1 (Commodity Price Rise and Fall Payment Calculation), as updated by this Change Order

•Attachment 2 – Contract Price Adjustment Calculation


Adjustments to Contract Price
1)	The original Contract Price was	$	4,768,401,000
2)	Net change by previously authorized Change Orders (See Appendix 1)	$	90,510,955
3)	The Contract Price prior to this Change Order was	$	4,858,911,955
4)	The Aggregate Equipment Price will be decreased by this Change Order in the amount of	$ [***]
5)	The Aggregate Labor and Skills Price will be unchanged by this Change Order in the amount of	$ [***]
6)	The total Aggregate Equipment, Labor and Skills Price will be decreased by this Change Order in the amount of	$	(536,473)
7)	The new Contract Price including this Change Order will be	$	4,858,375,482