Exhibit








Exhibit 10.5


*** 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


Permanent Plant Building Modifications


	
		
	PROJECT NAME:  Corpus Christi Stage 1 Liquefaction Facility


OWNER:  Corpus Christi Liquefaction, LLC


CONTRACTOR:  Bechtel Oil, Gas and Chemicals, Inc.


DATE OF AGREEMENT: December 6, 2013
	CHANGE ORDER NUMBER: CO-00022


DATE OF CHANGE ORDER: June 20, 2016 










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


		
	1.
	Per Article 6.1.B of the Agreement, Parties agree Contractor will incorporate one hundred and fifty-one (151) Owner-requested modifications into the Buildings Subcontract. The list of one hundred and fifty-one (151) Owner-requested modifications is included in Exhibit A of this Change Order.


		
	2.
	The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit B of this Change Order.


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




Adjustment to Contract Price
	
				
	The original Contract Price was
	$
	7,080,830,000
	


	Net change by previously authorized Change Orders (0001-00021)
	$
	558,629,312
	


	The Contract Price prior to this Change Order was
	$
	7,639,459,312
	


	The Aggregate Equipment Price will be changed by this Change Order in the amount of 
	$
	***
	


	The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of
	$
	***
	


	The new Contract Price including this Change Order will be
	$
	7,641,412,919
	







Adjustment to Aggregate Equipment Price
	
			
	The original Aggregate Equipment Price was
	$
	***

	Net change by previously authorized Change Orders (0001-00021)
	$
	***

	The Aggregate Equipment Price prior to this Change Order was 
	$
	***

	The Aggregate Equipment Price will be changed by this Change Order in the amount of 
	$
	***

	The new Aggregate Equipment Price including this Change Order will be 
	$
	***






Adjustment to Aggregate Labor and Skills Price
	
			
	The original Aggregate Labor and Skills Price was
	$
	***

	Net change by previously authorized Change Orders (0001-00021)
	$
	***

	The Aggregate Labor and Skills Price prior to this Change Order was
	$
	***

	The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of 
	$
	***

	The new Aggregate Labor and Skills Price including this Change Order will be
	$
	***

















Adjustment to Aggregate Provisional Sum
	
				
	The original Aggregate Provisional Sum was
	$
	950,561,351
	


	Net change by previously authorized Change Orders (0001-00021)
	$
	(745,966,926
	)

	The Aggregate Provisional Sum prior to this Change Order was
	$
	204,594,425
	


	The Aggregate Provisional Sum will be changed by this Change Order in the amount of 
	$
	—
	


	The new Aggregate Provisional Sum including this Change Order will be
	$
	204,594,425
	







Adjustment to dates in Project Schedule
The following dates are modified (list all dates modified; insert N/A if no dates modified): No impact to Project Schedule.


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


Adjustment to Payment Schedule: Yes.  See Exhibit C of this Change Order.


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/ WK 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/ Walker Kimball

	Owner
	 
	Contractor

	Ed Lehotsky
	 
	Walker Kimball

	Name
	 
	Name

	Sr. VP LNG E&C
	 
	Senior Project Manager, SVP

	Title
	 
	Title

	July 21, 2016
	 
	June 29, 2016

	Date of Signing
	 
	Date of Signing















*** 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


N2 Dewar Interface, Temporary Power to Air Cooler, Condensate Pipeline Maximum Allowable Operating Pressure


	
		
	PROJECT NAME:  Corpus Christi Stage 1 Liquefaction Facility


OWNER:  Corpus Christi Liquefaction, LLC


CONTRACTOR:  Bechtel Oil, Gas and Chemicals, Inc.


DATE OF AGREEMENT: December 6, 2013
	CHANGE ORDER NUMBER: CO-00024


DATE OF CHANGE ORDER: June 28, 2016 










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


		
	1.
	Per Article 6.1.B of the Agreement, Parties agree Contractor will incorporate additional scope for the Nitrogen Dewar System.  Specifically, Contractor will:


		
	a.
	Design and construct a 35’ x 35’ foundation to accommodate all equipment.  Exhibit A depicts the foundation and notes the addition of high and low point elevations.  Owner’s subcontractor will be responsible for placing the equipment on the foundation, anchoring the equipment with post-install anchor bolts, and applying grout between the foundation and supports to account for the slope.  Exhibit A also depicts the tie point locations for the 8” nitrogen and 2” boil-off gas lines.


		
	b.
	Owner’s subcontractor’s equipment is depicted in Exhibit B of this Change Order.


		
	2.
	Per Article 6.1.B of the Agreement, Parties agree Contractor will provide temporary construction power to the southeast corner of 102R04 for use by Owner to support the air cooler test requirements.  A new 6” conduit with associated 930 feet of trenching for power cable installation is added from the 102F01 Construction CMT office to the designated location for the air cooler test.  The cooler fan foundation scope will be managed by Owner.  This scope is depicted in Exhibit C of this Change Order.


		
	3.
	Per Article 6.1.B of the Agreement, Parties agree Contractor will change the design pressure of the downstream condensate pipeline to 1480 psig at 100°F, which will require the addition of two (2) more pressure sensors to create a 2 out of 3 sensing capability, as well as adding a second in-line XV valve.


		
	4.
	The cost breakdowns for the scopes of work noted above in this Change Order are detailed in Exhibit D.


		
	5.
	Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit E of this Change Order.



Adjustment to Contract Price
	
				
	The original Contract Price was
	$
	7,080,830,000
	


	Net change by previously authorized Change Orders (0001-00023)
	$
	573,441,192
	


	The Contract Price prior to this Change Order was
	$
	7,654,271,192
	


	The Aggregate Equipment Price will be changed by this Change Order in the amount of 
	$
	***
	


	The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of
	$
	***
	


	The new Contract Price including this Change Order will be
	$
	7,654,633,299
	


















Adjustment to Aggregate Equipment Price
	
			
	The original Aggregate Equipment Price was
	$
	***

	Net change by previously authorized Change Orders (0001-00023)
	$
	***

	The Aggregate Equipment Price prior to this Change Order was 
	$
	***

	The Aggregate Equipment Price will be changed by this Change Order in the amount of 
	$
	***

	The new Aggregate Equipment Price including this Change Order will be 
	$
	***






Adjustment to Aggregate Labor and Skills Price
	
			
	The original Aggregate Labor and Skills Price was
	$
	***

	Net change by previously authorized Change Orders (0001-00023)
	$
	***

	The Aggregate Labor and Skills Price prior to this Change Order was
	$
	***

	The Aggregate Labor and Skills Price will be changed by this Change Order in the amount of 
	$
	***

	The new Aggregate Labor and Skills Price including this Change Order will be
	$
	***






Adjustment to Aggregate Provisional Sum
	
				
	The original Aggregate Provisional Sum was
	$
	950,561,351
	


	Net change by previously authorized Change Orders (0001-00023)
	$
	(745,966,926
	)

	The Aggregate Provisional Sum prior to this Change Order was
	$
	204,594,425
	


	The Aggregate Provisional Sum will be changed by this Change Order in the amount of 
	$
	—
	


	The new Aggregate Provisional Sum including this Change Order will be
	$
	204,594,425
	







Adjustment to dates in Project Schedule
The following dates are modified (list all dates modified; insert N/A if no dates modified): No impact to Project Schedule.


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


Adjustment to Payment Schedule: Yes.  See Exhibit E of this Change Order.


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/ WK 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/ Walker Kimball

	Owner
	 
	Contractor

	Ed Lehotsky
	 
	Walker Kimball

	Name
	 
	Name

	Sr. VP LNG E&C
	 
	Senior Project Manager, SVP

	Title
	 
	Title

	July 21, 2016
	 
	June 29, 2016

	Date of Signing
	 
	Date of Signing