Exhibit 10.3
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:September 14, 2022 | |||||||
| AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2 | CHANGE ORDER NUMBER:Owner EC Number: EC00278Contractor Change Number: SC0162 | |||||||
| OWNER:Rio Grande LNG, LLC | EFFECTIVE DATE OF CHANGE ORDER:July 22, 2026 | |||||||
| CONTRACTOR:Bechtel Energy Inc. |
| TITLE: TIE-INS TO UTILITIES AND SYSTEMS FOR CVTC |
The EPC Agreement between the Parties listed above is changed as follows:
BACKGROUND:
The Canteen, Visitor, and Training Center (“CVTC”) building is planned to be executed by a separate contractor as an Owner-facilitated Brownfield Project. During coordination with Contractor, Owner confirmed on December 11, 2025, that the current RGLNG plant design does not include the utility and system tie-ins required to support the CVTC building.
CHANGE:
Contractor shall perform the work necessary to procure and install tie-ins at the battery limits of the CVTC building areas to support the following utilities and systems:
• Potablewater–Tie-inasshownonmarked-updrawingnumber26251-100-P3-801U5-0DW-64804-01(referto Attachment 1)
•Firewater–Tie-inasshownonmarked-updrawingnumber26251-100-P3-801U5-0FW-76213-04(referto Attachment 2)
•Sewagewater–Tie-inasshownonmarked-updrawingnumber26251-100-P3-801U5-0SY-71096-01(referto Attachment 3)
If the scope performed under this Change Order cannot be completed prior to Substantial Completion of Train 1 or Train 2, Owner and Contractor shall mutually align, acting reasonably and in good faith, to identify the remaining scope items that can be completed as Punchlist items post Substantial Completion of Train 1 or Train 2 as applicable. Such alignment shall not be unreasonably withheld, conditioned, or delayed.
Attachments to support Change Order:
•Attachment 1 - 26251-100-P3-801U5-0DW-64804-01 mark-up
•Attachment 2 - 26251-100-P3-801U5-0FW-76213-04 mark-up
•Attachment 3 - 26251-100-P3-801U5-0SY-71096-01 mark-up
| Adjustment to Contract Price | ||||||||||||||
| 1) | The original Contract Price was | $ | 8,658,280,000 | |||||||||||
| 2) | Net change by previously authorized Change Orders (See Appendix 1) | $ | 734,441,682 | |||||||||||
| 3) | The Contract Price prior to this Change Order was | $ | 9,392,721,682 | |||||||||||
| 4) | The Aggregate Equipment Price will be increasedby this Change Order in the amount of | $ [***] | ||||||||||||
| 5) | The Aggregate Labor and Skills Price will be increasedby this Change Order in the amount of | $ [***] | ||||||||||||
| 6) | The total Aggregate Equipment, Labor and Skills Price will be increasedby this Change Order in the amount of | $ | 877,800 | |||||||||||
| 7) | The new Contract Price including this Change Order will be | $ | 9,393,599,482 |
Adjustment to Key Dates:
The following Key Dates are modified (list all Key Dates modified; insert N/A if no Key Dates modified): N/A
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 EC00278_SC0162 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Maximum Cumulative Payment Schedule:
All impacts to Attachment C (Maximum Cumulative Payment Schedule) resulting from this Change Order EC00278_SC0162 will be incorporated in Change OrderEC00312_SC0166 to be executed in 3Q-2026.
Impact on Minimum Acceptance Criteria:N/A
Impact on Performance Guarantees:N/A
Impact on Basis of Design:N/A
Impact on the Total Reimbursement Amount: Will be assessed prior to Substantial Completion of Train 1.
Any other impacts to obligation or potential liability of Contractor or Owner under the EPC Agreement: N/A
[A]This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the changes reflectedinthisChange Order upon the Change Criteria and shall be deemed to compensate Contractor fully for such change subject to exception herein: Initials: SFO Contractor AT Owner
[B]Pursuantto Section 6.4 of the Agreement, this Change Order shall notconstitute 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 notbe 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 | |||||||
| July 22, 2026 | July 22, 2026 | |||||||
| Date of Signing | Date of Signing |
CHANGE ORDER
| PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility | DATE OF AGREEMENT:September 14, 2022 | |||||||
| AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2 | CHANGE ORDER NUMBER:Owner EC Number: EC00284Contractor Change Number: SC0158 | |||||||
| OWNER:Rio Grande LNG, LLC | EFFECTIVE DATE OF CHANGE ORDER:July 23, 2026 | |||||||
| CONTRACTOR:Bechtel Energy Inc. |
| TITLE: TRA INCREASE DUE TO COVERED ITEMS – FITTINGS ONLY (PER April ES-003 REPORT) |
The EPC Agreement between the Parties listed above is changed as follows:
BACKGROUND:
In accordance with Section 2b of Attachment FF, Parties have agreed to increase the Total Reimbursement Amount (TRA) in the amount of the Actual Tariffs paid under Section 232 with respect to the Covered Items – “Fittings” category only in Attachment FF, Schedule FF-1.
CHANGE:
1.First Amended Attachment FF, First Amended Schedule FF-1 (U.S. Tariffs and Duties Basis andAssumptions)- shall be updated as provided in Attachment 1 to this Change Order to increase the Total Reimbursement Amount by $3,289,268 due to Change from the Baseline Tariff percentage applied to lesser of Assumed Commercial Value and Actual Commercial value of the Covered Items for imports under “Fitting” category only through April 1, 2026. The $3,289,268 reflects Tariffs paid under Section 232 only.
For clarity:
•This Change Order excludes any Tariff and Duties related to tariffs imposed under International Emergency Economic Powers Act (“IEEPA”) which will be subject to a separate Change Order
•Additional quantities of the Covered Items - Fittings are expected to be imported by Contractor. The updated First Amended Schedule FF-1 attached hereto will be subject to additional revision to include the Actual Tariffs paid on such future shipments of the Fittings category.
Attachments supporting this Change Order:
Attachment 1 – First Amended Schedule FF-1, as updated by this Change Order
| Adjustment to Contract Price | ||||||||||||||
| 1) | The original Contract Price was | $ | 8,658,280,000 | |||||||||||
| 2) | Net change by previously authorized Change Orders (See Appendix 1) | $ | 735,319,482 | |||||||||||
| 3) | The Contract Price prior to this Change Order was | $ | 9,393,599,482 | |||||||||||
| 4) | The Aggregate Equipment Price will be unchangedby this Change Order in the amount of | $ | — | |||||||||||
| 5) | The Aggregate Labor and Skills Price will be unchangedby this Change Order in the amount of | $ | — | |||||||||||
| 6) | The total Aggregate Equipment, Labor and Skills Price will be unchangedby this Change Order in the amount of | $ | — | |||||||||||
| 7) | The new Contract Price including this Change Order will be | $ | 9,393,599,482 |
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/Awill be (increased)(decreased) by N/ADays.
The Key Date for N/Aas of the date of this Change Order therefore is N/ADays after NTP.
(list all Key Dates that are modified by this Change Order using the format set forth above)
The Guaranteed Date of N/Awill be (increased)(decreased) by N/ADays.
The Guaranteed Date of N/Aas of the effective date of this Change Order therefore is N/ADays 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): N/A
Impact on Maximum Cumulative Payment Schedule: N/A
Impact on Minimum Acceptance Criteria:N/A
Impact on Performance Guarantees:N/A
Impact on Basis of Design:N/A
Impact on the Total Reimbursement Amount: The Total Reimbursement Amount is changed from $88,112,979 to
$91,402,247, an increase of $3,289,268.
Any other impacts to obligation or potential liability of Contractor or Owner under the EPC Agreement: N/A
[A]This Change Order shallconstitute 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, subject to exceptions herein: Initials:SFO Contractor AT Owner
[B]Pursuant to Section 6.4 of the Agreement, this Change Order shall not constitute a full and final settlementand accord and satisfaction of all effects of the change reflected in this Change Order upon the Change Criteria andshall 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 | |||||||
| July 23, 2026 | July 23, 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:September 14, 2022 | |||||||
| AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2 | CHANGE ORDER NUMBER:Owner EC Number: EC00303Contractor Change Number: SC0163 | |||||||
| OWNER:Rio Grande LNG, LLC | EFFECTIVE DATE OF CHANGE ORDER:August 5, 2026 | |||||||
| CONTRACTOR:Bechtel Energy Inc. |
| TITLE: RELOCATION OF WEST LEVEE VEHICLE SECURITY BARRIERS |
The EPC Agreement between the Parties listed above is changed as follows:
BACKGROUND:
One set of Vehicle Security Barriers was originally planned to be installed at the west entrance of the Heavy Haul Road. Owner requested relocation of the installation to the Facility West Entrance located directly off HWY 48.
CHANGE:
Contractor shall perform the additional work necessary to support relocation of the Vehicle Security Barriers from the west entrance of the Heavy Haul Road to the Facility West Entrance located directly off HWY 48, as shown on marked-up drawing 26251-100-CG-0000-00103/RG-BL-000-CSA-DSP-00202 (included as Attachment 1 hereto).
| CLARIFICATIONS / EXCEPTIONS: |
Owner advised that there is no requirement by FERC to install the Vehicle Security Barriers until overall construction is complete, provided the project maintains manned security guard presence at the entrance.
•ThisChange Orderexcludes anyFERC requirementsthat may beimposedunderTrain1Work, Train 2Work,Train 3Work, Train 4Work, and/orTrain 5Work arisingfromorrelated tothe updated Vehicle Security Barriers location and/or deferral of installation. Contractor shall be entitled to a Change Order to adjust the applicable Contract Price and/or Key Dates should any such FERC requirements apply.
•For thisChange Order,itis understood that thescope will becompleted afterSubstantial Completion of Train 5,or,as applicable, any future Train under construction at that time, including potentially Train6,Train 7,or Train 8. Prior to SubstantialCompletionofTrain1,thePartiesshallremovetheinstallationscopefromtheTrains1and2EPCAgreement through aseparate Change Order and incorporate thereferenced scope into theapplicable EPC Agreement in effect at the time the securitybarriers are needed to be installed.
Attachments to support Change Order:
Drawing 26251-100-CG-0000-00103 / RG-BL-000-CSA-DSP-00202 (Mark-Up)
| Adjustment to Contract Price | ||||||||||||||
| 1) | The original Contract Price was | $ | 8,658,280,000 | |||||||||||
| 2) | Net change by previously authorized Change Orders (See Appendix 1) | $ | 735,319,482 | |||||||||||
| 3) | The Contract Price prior to this Change Order was | $ | 9,393,599,482 | |||||||||||
| 4) | The Aggregate Equipment Price will be increasedby this Change Order in the amount of | $ [***] | ||||||||||||
| 5) | The Aggregate Labor and Skills Price will be increasedby this Change Order in the amount of | $ [***] | ||||||||||||
| 6) | The total Aggregate Equipment, Labor and Skills Price will be increasedby this Change Order in the amount of | $ | 328,100 | |||||||||||
| 7) | The new Contract Price including this Change Order will be | $ | 9,393,927,582 |
Adjustment to Key Dates:
The following Key Dates are modified (list all Key Dates modified; insert NIA if no Key Dates modified): NIA
The Key Date for NIA will be (increased)(decreased) by NIA Days.
The Key Date for NIA as of the date of this Change Order therefore is NIADays after NTP.
(list all Key Dates that are modified by this Change Order using the format set forth above)
The Guaranteed Date of NI Awill be (increased)(decreased) byNI ADays.
The Guaranteed Date of NIA as of the effective date of this Change Order therefore is NIA 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. NI A
Impact to other Changed Criteria: ImpacttoScopeofWorkandContractPrice;noimpacttoKeyDatesidentified.
Impact on Payment Schedule (including, as applicable, Payment Milestones):
All impacts to Attachment C (Payment Milestones) resulting from this Change Order EC00303_SC0163 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Maximum Cumulative Payment Schedule:
All impacts to Attachment C (Maximum Cumulative Payment Schedule) resulting from this Change Order EC00303_SC0163 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Minimum Acceptance Criteria: NIA
Impact on Performance Guarantees: NIA
Impact on Basis of Design: NIA
Impact on the Total Reimbursement Amount: NIA
Any other impacts to obligation or potential liability of Contractor or Owner under the EPC Agreement: NIA
[A]This Change Order shallconstitute 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 shallbe deemed to compensate Contractor fully for such change subject to the exceptions herein: Initials: SFO Contractor AT Owner
[B]Pursuantto 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 | |||||||
| August 5, 2026 | August 5, 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:September 14, 2022 | |||||||
| AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2 | CHANGE ORDER NUMBER:Owner EC Number: EC00310Contractor Change Number: SC0165 | |||||||
| OWNER:Rio Grande LNG, LLC | EFFECTIVE DATE OF CHANGE ORDER:August 5, 2026 | |||||||
| CONTRACTOR:Bechtel Energy Inc. |
| TITLE: ATTACHMENT KK - CURRENT INDEX VALUE UPDATES FOR Q2-2026 |
The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
BACKGROUND
Pursuant to Section 1.2 of First Amended Attachment KK, the Contract Price will be adjusted quarterly to reflect the cumulative amount of Rise and Fall for the commodities listed in the First Amended Appendix 1 (Commodity Price Rise and Fall Payment Calculations). The commodities as listed in First Amended Appendix 1 (Commodity Price Rise and Fall Payment Calculation) which are subject to Rise and Fall during the Transaction Period of Q2-2026 are:
•WIRE AND CABLE (COPPER)
•CONSTRUCTION FUEL
CHANGE
1.First Amended Attachment KK, First Amended Appendix 1 (Commodity Price Rise and Fall PaymentCalculation)shall be updated per the First Amended Appendix 1 (Commodity Price Rise and Fall Calculation) as provided in Attachment 1 to this Change Order.
Attachments:
•Attachment 1 – First Amended Attachment KK, First Amended Appendix 1 (Commodity Price Rise and Fall Payment Calculation), as updated by this Change Order
•Attachment 2 - Contract Price Adjustment Calculation
| Adjustment to Contract Price | ||||||||||||||
| 1) | The original Contract Price was | $ | 8,658,280,000 | |||||||||||
| 2) | Net change by previously authorized Change Orders (See Appendix 1) | $ | 735,647,582 | |||||||||||
| 3) | The Contract Price prior to this Change Order was | $ | 9,393,927,582 | |||||||||||
| 4) | The Aggregate Equipment Price will be increasedby this Change Order in the amount of | [***] | ||||||||||||
| 5) | The Aggregate Labor and Skills Price will be unchangedby 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 | $ | 1,376,517 | |||||||||||
| 7) | The new Contract Price including this Change Order will be | $ | 9,395,304,099 |
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 EC00310_SC0165 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Maximum Cumulative Payment Schedule:
All Impacts to Attachment C (Maximum Cumulative Payment Schedule) resulting from this Change Order EC00310_SC0165 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Minimum Acceptance Criteria:N/A
Impact on Performance Guarantees:N/A
Impact on Basis of Design: N/A
Impact on the Total Reimbursement Amount: N/A
Any other impacts to obligation or potential liability of Contractor or Owner under the EPC 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 AT Owner
[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 andshall 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 | |||||||
| August 5, 2026 | August 5, 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:September 14, 2022 | |||||||
| AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2 | CHANGE ORDER NUMBER:Owner EC Number: EC00304Contractor Change Number: SC0164 | |||||||
| OWNER:Rio Grande LNG, LLC | EFFECTIVE DATE OF CHANGE ORDER:September 23, 2026 | |||||||
| CONTRACTOR:Bechtel Energy Inc. |
| TITLE: UNIT 17 MODIFICATIONS |
The EPC Agreement between the Parties listed above is changed as follows: (attach additional documentation if necessary)
BACKGROUND
To improve Unit 17 operability, controllability, flexibility, and robustness under varying operating conditions, this Change Order incorporates the modifications described below.
CHANGE:
Contractor shall perform the Work described below in accordance with the execution basis and the assumptions, exclusions, and clarifications incorporated into this Change Order.
1. Hot Oil System Control Improvement, System 141-00
Contractor shall install a 1-inch, 300# control valve with standard trim in parallel with existing control valve TV-171314. The valve shall be sized to provide approximately 10% of the flow capacity of existing control valve TV-171314.
Train 1 Execution Basis:
The 1-inch control valve is not available in time to support Hot Oil System 141-00 turnover date, therefore Contractor will proceed with the turnover without this valve and will install this valve when it is delivered ahead of Substantial Completion of Train 1.
Train 2 Execution Basis
The installation work will be performed prior to the Substantial Completion of Train 2.
2. Benzene Measurement Enhancement, System 117-00
Contractor shall perform the following modifications to the benzene-measurement systems:
•AP/AT/AE171260 (C-1751 outlet gas line).
•AP-171495 and AT/AE-171385 (V-1755 liquid outlet line).
For sample probes AP-171495 and AP-171260 no changes are included.
For gas chromatograph and sample conditioning system AT/AE-171385, there is only software reconfiguration required to report benzene composition. This will be performed by Contractor’s subcontractor as part of commissioning.
For gas chromatograph and sample conditioning system AT/AE-171260, Contractor shall provide new analyzer with benzene-measurement capability.
Train 1 Execution Basis:
System 117-00 will turn over using the existing analyzer configuration (due to the lead time of the new gas chromatograph) so that Train 1 Key Dates are not impacted.
Installation of the new analyzers and removal of the existing analyzers are excluded from this Change Order. This work will be quoted separately once Owner identifies the installation window after Substantial Completion of Train 1 and shall be subject to a separate Change Order.
Train 2 Execution Basis
This scope will include replacing the existing analyzers with newly purchased upgraded analyzers prior to the Substantial Completion of Train 2.
3. Reflux Recovery Tie-Ins, Systems 117-01 and 117-02
Contractor shall install two 4-inch stainless-steel tie-in connections for Systems 117-01 and 117-02, including the associated isolation valves, prior to the Substantial Completion of Train 1 and Train 2 respectively.
4. Assumptions, Exclusions and Clarifications
•Notwithstanding the requirements of Section 6.2A, 6.4 and Section 6.8(b) of the Agreement and subject to the requirements of Section 6.10, if the scope performed under this Change Order delays the commencement, prosecution or completion of the Work, Contractor shall be entitled to a separate Change Order for the adjustment to the Key Dates, if such delay affects the performance of any Work that is on the critical path of the Monthly Updated CPM Schedule.
•Contractor’s Warranties provided in the Agreement apply to the Work described in this Change Order. Contractor specifically excludes any Warranties or guarantees that implementation of these design modifications will have the outcome that Owner intends with respect to maximizing the flexibility of the Unit 17 operability, controllability, and robustness under varying operating conditions.
•This Change Order does not change the basis of design for the feed gas battery limit conditions for which the Facility is designed as defined in Attachment A, Schedule A-2, Section 7.4.3 Table 5: Feed Gas Battery Limit Conditions at Inlet to the Expanded Facility.
•This Change Order does not change the basis of design for the feed gas composition for which the Facility is designed as defined in Attachment A, Schedule A-2, Section 7.4.1 Table 3: Feed Gas Composition.
Attachments: None
| Adjustment to Contract Price | ||||||||||||||
| 1) | The original Contract Price was | $ | 8,658,280,000 | |||||||||||
| 2) | Net change by previously authorized Change Orders (See Appendix 1) | $ | 737,024,099 | |||||||||||
| 3) | The Contract Price prior to this Change Order was | $ | 9,395,304,099 | |||||||||||
| 4) | The Aggregate Equipment Price will be increasedby this Change Order in the amount of | $ [***] | ||||||||||||
| 5) | The Aggregate Labor and Skills Price will be increasedby this Change Order in the amount of | $ [***] | ||||||||||||
| 6) | The total Aggregate Equipment, Labor and Skills Price will be increasedby this Change Order in the amount of | $ | 1,212,200 | |||||||||||
| 7) | The new Contract Price including this Change Order will be | $ | 9,396,516,299 |
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 EC00304_SC0164 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Maximum Cumulative Payment Schedule:
All Impacts to Attachment C (Maximum Cumulative Payment Schedule) resulting from this Change Order EC00304_SC0164 will be incorporated in Change Order EC00312_SC0166 to be executed in 3Q-2026.
Impact on Minimum Acceptance Criteria:N/A
Impact on Performance Guarantees:N/A
Impact on Basis of Design: N/A
Impact on the Total Reimbursement Amount: Will be assessed prior to Substantial Completion of Train 1.
Any other impacts to obligation or potential liability of Contractor or Owner under the EPC 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 subject to exceptions herein: Initials: SFO Contractor AT Owner
[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 andshall 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 | |||||||
| September 23, 2026 | September 23, 2026 | |||||||
| Date of Signing | Date of Signing |
CHANGE ORDER
| PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility | DATE OF AGREEMENT:September 14, 2022 | |||||||
| AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2 | CHANGE ORDER NUMBER:Owner EC Number: EC00312Contractor Change Number: SC0166 | |||||||
| OWNER:Rio Grande LNG, LLC | EFFECTIVE DATE OF CHANGE ORDER:September 24, 2026 | |||||||
| CONTRACTOR:Bechtel Energy Inc. |
| TITLE: ATTACHMENT C – UPDATE FOR Q3 2026 CHANGE ORDERS |
BACKGROUND
Owner and Contractor executed Change Orders to the Agreement that deferred the changes to Attachment C. The changes to Attachment C from each of the Change Orders listed in Table 1 (Previously Executed Change Orders Requiring Incorporation into Attachment C) are to be incorporated into Attachment C as provided for in this Change Order EC00312_SC0166.
Table 1 – Previously Executed Change Orders Requiring Incorporation into Attachment C
[***]
CHANGE
The EPC Agreement between the Parties listed above is changed as follows:
1.First Amended Attachment C, First Amended Appendix 1 (Contract Price Breakdown)– This appendix shall be updated per the Appendix 1 (Contract Price Breakdown) as provided in Attachment 1 to this Change Order.
2.First Amended Attachment C, First Amended Schedule C-2 (Payment Milestones)– This schedule shall be updated per the Schedule C-2 (Payment Milestones) as provided in Attachment 2 to this Change Order.
3.First Amended Attachment C, First Amended Schedule C-3 (Maximum Cumulative PaymentSchedule)– This schedule shall be updated per the Schedule C-3 (Maximum Cumulative Payment Schedule) as provided in Attachment 3 to this Change Order.
Attachments to support this Change Order:
Attachment 1 – First Amended Appendix 1 (Contract Price Breakdown), as updated by this Change Order
Attachment 2 – First Amended Schedule C-2 (Payment Milestones), as updated by this Change Order
Attachment 3 – First Amended Schedule C-3 (Maximum Cumulative Payment Schedule), as updated by this Change Order
| Adjustment to Contract Price | ||||||||||||||
| 1) | The original Contract Price was | $ | 8,658,280,000 | |||||||||||
| 2) | Net change by previously authorized Change Orders (See Appendix 1) | $ | 738,236,299 | |||||||||||
| 3) | The Contract Price prior to this Change Order was | $ | 9,396,516,299 | |||||||||||
| 4) | The Aggregate Equipment Price will be unchangedby this Change Order in the amount of | $ | — | |||||||||||
| 5) | The Aggregate Labor and Skills Price will be unchangedby this Change Order in the amount of | $ | — | |||||||||||
| 6) | The total Aggregate Equipment, Labor and Skills Price will be unchangedby this Change Order in the amount of | $ | — | |||||||||||
| 7) | The new Contract Price including this Change Order will be | $ | 9,396,516,299 |
Adjustment to Key Dates
The following Key Dates are 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.
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.
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:
Impact on Payment Schedule (including, as applicable, Payment Milestones):
The Schedule C-2 (Payment Milestones) is updated as provided in Attachment 2.
Impact on Maximum Cumulative Payment Schedule:
The Schedule C-3 (Maximum Cumulative Payment Schedule) is updated as provided in Attachment 3.
Impact on Minimum Acceptance Criteria: N/A
Impact on Performance Guarantees: N/A
Impact on Basis of Design: N/A
Impact on the Total Reimbursement Amount: N/A
Any other impacts to obligation or potential liability of Contractor or Owner under the EPC 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 AT Owner
[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. 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 | |||||||
| September 24, 2026 | September 24, 2026 | |||||||
| Date of Signing | Date of Signing |