Exhibit 10.5
Execution Version
Certain identified information has been omitted from this document because (i) it is not material and is the type that the Company customarily and actually treats as private or confidential, and/or (ii) if disclosure would constitute a clearly unwarranted invasion of personal privacy and has been marked with “[***]” to indicate where omissions have been made.
CHANGE ORDER
| August 17, 2026 | Change Order No. 7 | ||||
| Reference: 5040-NSAP-11050 |
Venture Global CP2 LNG, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“Owner”), and Worley Field Services Inc.,a corporation duly organized and validly existing under the laws of the State of Texas (“Contractor”), hereby agree to the following change to that certain Amended and Restated Engineering, Procurement and Construction Agreement, dated as of June 13, 2025, by and between Owner and Contractor (as amended, supplemented or otherwise modified, the “Restatement Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. This Change Order, agreed upon by the Parties pursuant to Article 12 of the Agreement, is considered an amendment to the Agreement. Except to the extent specifically described in this Change Order, the changes set forth herein do not relieve Contractor of its responsibilities set forth in the Restatement Agreement.
Provided that this Change Order, as revised, is executed by both Parties, this Change Order will constitute a full and final settlement and accord and satisfaction of all effects of the changes described herein, and shall be deemed to compensate Contractor fully for such effects, unless otherwise provided in the detailed description below.
Changes:
The Restatement Agreement is hereby modified with the revisions set forth below:
(1)Sub-Section 6.1.1 of the Restatement Agreement is hereby deleted in its entirety and replaced with the following:
“6.1.1 The “Target Price” is equal to [***], the principal components of which are more fully described in Exhibit B-3, as the foregoing may be adjusted from time to time pursuant to a Change Order, to be paid pursuant to Section 6.3.”
(2)The Parties agree to a reduction to the Target Price relating to the adjustments to the engineering, procurement and construction staffing scopes.
For the avoidance of doubt, the foregoing shall have no impact on the requirements set forth in Section 15.3.4.and as defined in Exhibit Rto the Agreement.
Price:
The Parties have agreed to reduce the Target Price by the amount of $[***].
Initial Target Price: $[***]
Current Target Price: $[***]
Value of Change Order: $[***]
Adjusted Target Price as a result $[***]
of this Change Order:
Deliverable Schedule:
This Change Order shall have no impact on the Project Schedule or Applicable Deadlines.
********
This Change Order is not valid, except as otherwise provided in the Agreement, until fully executed by Contractor and Owner.
[Signatures on the following page.]
IN WITNESS WHEREOF, the Parties have caused this Change Order to be executed by their duly authorized representatives as of the date and year first above written.
| Venture Global CP2 LNG, LLC | Worley Field Services Inc. | ||||
| By: /s/ Keith Larson | By: /s/ Amanda Knost | ||||
| Name: Keith Larson | Name: Amanda Knost | ||||
| Title: General Counsel and Secretary | Title: President, US Gulf Coast |