EX-10.38



 Exhibit 10.38 
  

	***	indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and
Exchange Commission. 

 CHANGE ORDER FORM 

Adjustment 
  

			
	 PROJECT NAME: Sabine Pass LNG Liquefaction Facility

 
 OWNER: Sabine Pass Liquefaction, LLC

 
 CONTRACTOR: Bechtel Oil, Gas and
Chemicals, Inc.
  
 DATE OF AGREEMENT:
November 11, 2011
	  	 CHANGE ORDER NUMBER: CO-00053

 
 DATE OF CHANGE ORDER: September 27,
2016


  
  

The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary) 

 

	1.	This Change Order serves only to correct an error in accounting for previous change order values. The Process Flares Modification Provisional Sum Change Order was originally transmitted as CO-00049 for a value of $***, and this value was subsequently carried forward in CO-00050 and CO-00051. The Process Flares
Modification Provisional Sum Change Order was revised and reissued as CO-00052 for a value of $***; CO-00049 is void and will not be executed. This Change Order
removes $*** for CO-00049 from the Net change by previously authorized Change Orders value shown below. Exhibit A shows the calculation for this correction. 


 
  

Adjustment to Contract Price 
  

					
	 The original Contract Price was
	  	$	3,900,000,000	  
	 Net change by previously authorized Change Orders
(#0001-00052)
	  	$	***                 	  
	 The Contract Price prior to this Change Order was
	  	$	***                 	  
	 The Contract Price will be (increased) by this Change Order in the amount of
	  	$	***                 	  
	 The new Contract Price including this Change Order will be
	  	$	  4,128,172,715	  

 Adjustment to dates in Project Schedule 

The following dates are modified (list all dates modified; insert N/A if no dates modified): N/A 

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

Adjustment to Payment Schedule: N/A 
 Adjustment to
Minimum Acceptance Criteria: N/A 
 Adjustment to Performance Guarantees: N/A 

Adjustment to Design Basis: N/A 
 Other adjustments to
liability or obligation of Contractor or Owner under the Agreement: N/A 
 Select either A or B: 

[A] This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change
Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials: 
 /s/ DV Contractor /s/
EL Owner 







 [B] 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 Changed Criteria and shall not be deemed to compensate Contractor fully for such change. 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 original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued
Change Orders, 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. 

 

							
	 /s/ Ed Lehotsky
	 		 		 	 /s/ Dena Volovar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Dena Volovar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Principal Vice President

	Title	 		 		 	Title
				
	 October 10, 2016
	 		 		 	 September 28, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

Operating Spare Part Provisional Sum Closeout 
  

			
	 PROJECT NAME: Sabine Pass LNG Liquefaction Facility
  

OWNER: Sabine Pass Liquefaction, LLC
  

CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
  

DATE OF AGREEMENT: November 11, 2011
	  	 CHANGE ORDER NUMBER: CO-00054

 
 DATE OF CHANGE ORDER: November 3, 2016


  
  

The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary) 

 

	1.	The value of the Operating Spare Part Provisional Sum in the Agreement was U.S. $11,261,229. Parties now agree to close this Provisional Sum. Actual cost for the Operational Spare Parts was $13,613,811. The contract
price will be increased by $2,493,737 which reflects the closure of the provisional sum and allowance for the 6% fee. 

  

	2.	The Provisional Sum breakdown is described as follows: 

  

	 	a.	The previous Operating Spare Part Provisional Sum specified in Article 2.4 of Attachment EE, Schedule EE-2, of the Agreement was U.S. $11,261,229. The Operating Spare Part
Provisional Sum will be reduced by U.S. $11,261,229. The new value of the Operating Spare Part Provisional Sum will be $0. 

  

	 	b.	The Parties agree to adjust the Aggregate Provisional Sum specified in Article 7.1A of the Agreement which prior to this Change Order was Two Hundred Seventy One Million Seven Hundred Eighty Nine Thousand Ninety Six
U.S. Dollars (U.S.$271,789,096). This Change Order will decrease the Aggregate Provisional Sum amount by Eleven Million Two Hundred Sixty One Thousand Two Hundred Twenty Nine U.S. Dollars (U.S.$11,261,229) and the new Aggregate Provisional Sum value
shall be Two Hundred Sixty Million, Five Hundred Twenty Seven Thousand, Eight Hundred Sixty Seven U.S. Dollars (U.S. $260,527,867). 

  

	3.	The overall cost breakdown for this closure of the Provisional Sum is detailed in Exhibit A. 

  

	4.	Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.


  
  

Adjustment to Contract Price 
  

					
	 The original Contract Price was
	  	$	  3,900,000,000	  
	 Net change by previously authorized Change Orders
(#0001-00053)
	  	$	228,172,715	  
	 The Contract Price prior to this Change Order was
	  	$	4,128,172,715	  
	 The Contract Price will be (increased) by this Change Order in the amount of
	  	$	2,493,737	  
	 The new Contract Price including this Change Order will be
	  	$	4,130,666,452	  

 Adjustment to dates in Project Schedule 

The following dates are modified (list all dates modified; insert N/A if no dates modified): N/A 

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

Adjustment to Payment Schedule: N/A 
 Adjustment to
Minimum Acceptance Criteria: N/A 
 Adjustment to Performance Guarantees: N/A 

Adjustment to Design Basis: N/A 







 Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A 

Select either A or B: 
 [A] This Change Order
shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ BT Contractor /s/ EL Owner 
 [B]
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 Changed Criteria and
shall not be deemed to compensate Contractor fully for such change. 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 original Agreement
without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, 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. 
  

							
	 /s/ Ed Lehotsky
	 		 		 	 /s/ Bhupesh Thakkar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Bhupesh Thakkar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Senior Project Manager

	Title	 		 		 	Title
				
	 November 28, 2016
	 		 		 	 November 3, 2016

	Date of Signing	 		 		 	Date of Signing








 CHANGE ORDER FORM 

Existing Facility Labor Provisional Sum Closeout 
  

			
	 PROJECT NAME: Sabine Pass LNG Liquefaction Facility
  

OWNER: Sabine Pass Liquefaction, LLC
  

CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
  

DATE OF AGREEMENT: November 11, 2011
	  	 CHANGE ORDER NUMBER: CO-00055

 
 DATE OF CHANGE ORDER: November 21, 2016


  
  

The Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary) 

 

	1.	The previous value of the Existing Facility Labor Provisional Sum last amended in Change Order CO-00040 was U.S. $54,310,395. Parties now agree to close this Provisional Sum.
Actual cost for the Existing Facility Labor was $52,358,979. The contract price will be decreased by $1,951,416 which reflects the closure of the provisional sum. 


 

	2.	The Provisional Sum breakdown is described as follows: 

  

	 	a.	The previous Existing Facility Labor Provisional Sum in Article 2.2 of Attachment EE of the Agreement was Fifty-Four Million, Three Hundred Ten Thousand, Three Hundred Ninety-Five U.S. Dollars (U.S. $54,310,395) and
480,634 hours. This Change Order will amend the previous values respectively to Fifty-Two Million, Three Hundred Fifty-Eight Thousand, Nine Hundred Seventy-Nine U.S. Dollars (U.S. $52,358,979) and 456,578
hours. 

  

	 	b.	The Existing Facility Labor Provisional Sum will be reduced by U.S. $52,358,979. The new value of the Existing Facility Labor Provisional Sum will be $0. 


 

	 	c.	The Parties agree to adjust the Aggregate Provisional Sum specified in Article 7.1A of the Agreement which prior to this Change Order was Two Hundred Sixty Million, Five Hundred Twenty-Seven Thousand, Eight Hundred
Sixty-Seven U.S. Dollars (U.S. $260,527,867). This Change Order will decrease the Aggregate Provisional Sum amount by Fifty-Two Million, Three Hundred Fifty-Eight Thousand, Nine Hundred Seventy-Nine U.S.
Dollars (U.S. $52,358,979) and the new Aggregate Provisional Sum value shall be Two Hundred Eight Million, One Hundred Sixty-Eight Thousand, Eight Hundred Eighty-Eighty U.S. Dollars (U.S. $208,168,888). 


 

	3.	Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit A of this Change Order.


  
  

Adjustment to Contract Price 
  

					
	 The original Contract Price was
	  	$	  3,900,000,000	  
	 Net change by previously authorized Change Orders (#0001-00054)
	  	$	230,666,452	  
	 The Contract Price prior to this Change Order was
	  	$	4,130,666,452	  
	 The Contract Price will be (decreased) by this Change Order in the amount of
	  	$	(1,951,416	) 
	 The new Contract Price including this Change Order will be
	  	$	4,128,715,036	  

 Adjustment to dates in Project Schedule 

The following dates are modified (list all dates modified; insert N/A if no dates modified): N/A 

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

Adjustment to Payment Schedule: N/A 
 Adjustment to
Minimum Acceptance Criteria: N/A 
 Adjustment to Performance Guarantees: N/A 







 Adjustment to Design Basis: N/A 

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A 

Select either A or B: 
 [A] This Change Order
shall constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Changed Criteria and shall be deemed to compensate Contractor fully for such change. Initials:

 /s/ BT Contractor /s/ EL Owner 
 [B]
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 Changed Criteria and
shall not be deemed to compensate Contractor fully for such change. 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 original Agreement
without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, 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. 
  

							
	 /s/ Ed Lehotsky
	 		 		 	 /s/ Bhupesh Thakkar

	Owner	 		 		 	Contractor
				
	 Ed Lehotsky
	 		 		 	 Bhupesh Thakkar

	Name	 		 		 	Name
				
	 SVP LNG E&C
	 		 		 	 Senior Project Manager

	Title	 		 		 	Title
				
	 November 30, 2016
	 		 		 	 November 22, 2016

	Date of Signing	 		 		 	Date of Signing