SEC Info - Sabine Pass Liquefaction, LLC - ‘10-K’ for 12/31/22

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Sabine Pass Liquefaction, LLC – ‘10-K’ for 12/31/22 – ‘EX-10.38’

On: Wednesday, 2/22/23, at 7:29pm ET · As of: 2/23/23 · For: 12/31/22 · Accession #: 1499200-23-2 · File #: 333-192373

Previous ‘10-K’: ‘10-K’ on 2/24/22 for 12/31/21 · Next & Latest: ‘10-K’ on 2/22/24 for 12/31/23 · 50 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/23/23  Sabine Pass Liquefaction, LLC     10-K       12/31/22   84:8.7M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.09M 
 2: EX-10.38    Material Contract                                   HTML    188K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     23K 
12: R1          Document and Entity Information                     HTML     83K 
13: R2          Audit Information                                   HTML     28K 
14: R3          Statements of Operations                            HTML     99K 
15: R4          Balance Sheets                                      HTML    114K 
16: R5          Statements of Member's Equity (Deficit)             HTML     49K 
17: R6          Statements of Cash Flows                            HTML    114K 
18: R7          Organization and Nature of Operations               HTML     27K 
19: R8          Summary of Significant Accounting Policies          HTML     58K 
20: R9          Restricted Cash and Cash Equivalents                HTML     26K 
21: R10         Trade and Other Receivables, Net of Current         HTML     30K 
                Expected Credit Losses                                           
22: R11         Inventory                                           HTML     32K 
23: R12         Property, Plant and Equipment, Net of Accumulated   HTML     50K 
                Depreciation                                                     
24: R13         Derivative Instruments                              HTML    110K 
25: R14         Other Non-Current Assets, Net                       HTML     34K 
26: R15         Accrued Liabilities                                 HTML     32K 
27: R16         Debt                                                HTML     85K 
28: R17         Revenues                                            HTML     76K 
29: R18         Related Party Transactions                          HTML     81K 
30: R19         Commitments and Contingencies                       HTML     47K 
31: R20         Customer Concentration                              HTML     56K 
32: R21         Supplemental Cash Flow Information                  HTML     35K 
33: R22         Summary of Significant Accounting Policies          HTML     94K 
                (Policies)                                                       
34: R23         Trade and Other Receivables, Net of Current         HTML     31K 
                Expected Credit Losses (Tables)                                  
35: R24         Inventory (Tables)                                  HTML     33K 
36: R25         Property, Plant and Equipment, Net of Accumulated   HTML     51K 
                Depreciation (Tables)                                            
37: R26         Derivative Instruments (Tables)                     HTML    115K 
38: R27         Other Non-Current Assets, Net (Tables)              HTML     34K 
39: R28         Accrued Liabilities (Tables)                        HTML     32K 
40: R29         Debt (Tables)                                       HTML     84K 
41: R30         Revenues (Tables)                                   HTML     69K 
42: R31         Related Party Transactions (Tables)                 HTML     74K 
43: R32         Commitments and Contingencies (Tables)              HTML     41K 
44: R33         Customer Concentration (Tables)                     HTML     58K 
45: R34         Supplemental Cash Flow Information (Tables)         HTML     33K 
46: R35         Organization and Nature of Operations (Details)     HTML     37K 
47: R36         Summary of Significant Accounting Policies          HTML     56K 
                (Details)                                                        
48: R37         Restricted Cash and Cash Equivalents (Details)      HTML     28K 
49: R38         Trade and Other Receivables, Net of Current         HTML     29K 
                Expected Credit Losses (Details)                                 
50: R39         Inventory (Details)                                 HTML     33K 
51: R40         Property, Plant and Equipment, Net of Accumulated   HTML     44K 
                Depreciation - Schedule of Property, Plant and                   
                Equipment, Net of Accumulated Depreciation                       
                (Details)                                                        
52: R41         Property, Plant and Equipment, Net of Accumulated   HTML     27K 
                Depreciation - Schedule of Depreciation and                      
                Offsets to LNG Terminal Costs (Details)                          
53: R42         Property, Plant and Equipment, Net of Accumulated   HTML     36K 
                Depreciation - Estimated Useful Lives (Details)                  
54: R43         Derivative Instruments - Narrative (Details)        HTML     30K 
55: R44         Derivative Instruments - Fair Value of Derivative   HTML     32K 
                Assets and Liabilities (Details)                                 
56: R45         Derivative Instruments - Fair Value Inputs -        HTML     47K 
                Quantitative Information (Details)                               
57: R46         Derivative Instruments - Schedule of Level 3        HTML     45K 
                Activity (Details)                                               
58: R47         Derivative Instruments - Derivative Gain (Loss)     HTML     32K 
                (Details)                                                        
59: R48         Derivative Instruments - Fair Value of Derivative   HTML     53K 
                Instruments by Balance Sheet Location (Details)                  
60: R49         Derivative Instruments - Derivative Net             HTML     41K 
                Presentation on Balance Sheets (Details)                         
61: R50         Other Non-Current Assets, Net (Details)             HTML     35K 
62: R51         Accrued Liabilities (Details)                       HTML     32K 
63: R52         Debt - Schedule of Debt Instruments (Details)       HTML     63K 
64: R53         Debt - Schedule of Maturities (Details)             HTML     42K 
65: R54         Debt - Credit Facilities (Details)                  HTML     58K 
66: R55         Debt - Interest Expense (Details)                   HTML     29K 
67: R56         Debt - Schedule of Carrying Values and Estimated    HTML     37K 
                Fair Values of Debt Instruments (Details)                        
68: R57         Revenues - Narrative (Details)                      HTML     24K 
69: R58         Revenues - Schedule of Disaggregation of Revenue    HTML     51K 
                (Details)                                                        
70: R59         Revenues - Contract Assets and Liabilities          HTML     39K 
                (Details)                                                        
71: R60         Revenues - Schedule of Transaction Price Allocated  HTML     45K 
                to Future Performance Obligations (Details)                      
72: R61         Related Party Transactions - Schedule of Related    HTML     80K 
                Party Transactions (Details)                                     
73: R62         Related Party Transactions - Table Footnotes        HTML     58K 
                (Details)                                                        
74: R63         Related Party Transactions - Other Agreements       HTML     34K 
                (Details)                                                        
75: R64         Commitments and Contingencies - Narrative           HTML     42K 
                (Details)                                                        
76: R65         Commitments and Contingencies - Purchase            HTML     51K 
                Obligations Table (Details)                                      
77: R66         Customer Concentration - Schedule of Customer       HTML     46K 
                Concentration (Details)                                          
78: R67         Customer Concentration - Schedule of Revenues from  HTML     50K 
                External Customers by Country (Details)                          
79: R68         Supplemental Cash Flow Information (Details)        HTML     50K 
82: XML         IDEA XML File -- Filing Summary                      XML    150K 
80: XML         XBRL Instance -- spl-20221231_htm                    XML   2.28M 
81: EXCEL       IDEA Workbook of Financial Reports                  XLSX    149K 
 8: EX-101.CAL  XBRL Calculations -- spl-20221231_cal                XML    175K 
 9: EX-101.DEF  XBRL Definitions -- spl-20221231_def                 XML    631K 
10: EX-101.LAB  XBRL Labels -- spl-20221231_lab                      XML   1.54M 
11: EX-101.PRE  XBRL Presentations -- spl-20221231_pre               XML    935K 
 7: EX-101.SCH  XBRL Schema -- spl-20221231                          XSD    186K 
83: JSON        XBRL Instance as JSON Data -- MetaLinks              392±   603K 
84: ZIP         XBRL Zipped Folder -- 0001499200-23-000002-xbrl      Zip    467K

‘EX-10.38’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

Exhibit 10.38

CHANGE ORDER

80-ACRES BRIDGE


PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018			CHANGE ORDER NUMBER: CO-00070 DATE OF CHANGE ORDER: 28-Oct-2022

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

1. In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order includes Contractor’s costs to provide the Engineering, Procurement, and Construction services to install a permanent beam bridge (“80 Acres Bridge”) between the 80 Acres real estate and Lighthouse Road. This Change Order comprises:

a.A concrete slab beam design with 12ea concrete beams; and

b.Includes for the demolition and removal of the existing north and south bridges.

2. For context this Change Order, therefore, addresses Work that Contractor commenced and subsequently discontinued under Change Orders CO-00047 and CO-00054, executed on 18-Jun-2021 and 01-Dec-2021 respectively.

3. The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

4. Schedule C-3 (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 Applicable to Subproject 6(a)


1. The original Contract Price Applicable to Subproject 6(a) was	$	2,016,892,573
2. Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32, 34-35, 38, 41-42, 45-49, 51, 53-58, 61)	$	697,987
3. The Contract Price Applicable to Subproject 6(a) prior to this Change Order was	$	2,017,590,560
4. The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
5. The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—

6. The Contract Price Applicable to Subproject 6(a) including this Change Order will be	$	2,017,590,560

Adjustment to Contract Price Applicable to Subproject 6(b)


7. The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8. Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31, 33, 36-37, 39-40, 43-44, 50, 52, 59-60, 62-69)	$	7,578,450
9. The Contract Price Applicable to Subproject 6(b) prior to this Change Order was	$	465,274,450
10. The Contract Price Applicable to Subproject 6(b) will be changed by this Change Order	$	1,584,805
11. The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order	$	—
12. The Contract Price Applicable to Subproject 6(b) including this Change Order will be	$	466,859,255

Adjustment to Contract Price


13. The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14. The Contract Price prior to this Change Order was (add lines 3 and 9)	$	2,482,865,010


15. The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	1,584,805
16. The new Contract Price including this Change Order will be (add lines 14 and 15)	$	2,484,449,815

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a): N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a): N/A

Adjustment to Performance Guarantees for Subproject 6(a): N/A

Adjustment to Design Basis for Subproject 6(a): N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A – This Work is performed post-Substantial Completion

Adjustment to other Changed Criteria for Subproject 6(b): N/A – This Work is performed post-Substantial Completion

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b): N/A - This Work is performed post-Substantial Completion

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A - This Work is performed post-Substantial Completion

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/ SS Contractor /s/ DC 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/ *David Craft*						/s/ *Steve Smith*
Owner						Contractor

David Craft						Steve Smith
Name						Name

SVP E&C						Senior Project Manager & Principal Vice President
Title						Title

November 18, 2022
Date of Signing						Date of Signing

CHANGE ORDER

MOORING SYSTEM LOW-TENSION COMMON ALARM


PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018			CHANGE ORDER NUMBER: CO-00071 DATE OF CHANGE ORDER: 31-Oct-2022

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

1.In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order includes Contractor’s costs to provide the Procurement and Construction services to add a Low-Tension Common Alarm to the East, West and Third Berth jetties’ mooring systems.

2.The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

3.Schedule C-3 (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 Applicable to Subproject 6(a)


1. The original Contract Price Applicable to Subproject 6(a) was	$	2,016,892,573
2. Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32, 34-35, 38, 41-42, 45-49, 51, 53-58, 61, 68)	$	697,987
3. The Contract Price Applicable to Subproject 6(a) prior to this Change Order was	$	2,017,590,560
4. The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
5. The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—

6. The Contract Price Applicable to Subproject 6(a) including this Change Order will be	$	2,017,590,560

Adjustment to Contract Price Applicable to Subproject 6(b)


7. The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8. Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31, 33, 36-37, 39-40, 43-44, 50, 52, 59-60, 62-70)	$	9,163,255
9. The Contract Price Applicable to Subproject 6(b) prior to this Change Order was	$	466,859,255
10. The Contract Price Applicable to Subproject 6(b) will be unchanged by this Change Order	$	71,174
11. The Provisional Sum Applicable to Subproject 6(b) will be changed by this Change Order	$	—
12. The Contract Price Applicable to Subproject 6(b) including this Change Order will be	$	466,930,429

Adjustment to Contract Price


13. The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14. The Contract Price prior to this Change Order was (add lines 3 and 9)	$	2,484,449,815
15. The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	71,174
16. The new Contract Price including this Change Order will be (add lines 14 and 15)	$	2,484,520,989

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a): N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a): N/A

Adjustment to Performance Guarantees for Subproject 6(a): N/A

Adjustment to Design Basis for Subproject 6(a): N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A – This Work is performed post-Substantial Completion

Adjustment to other Changed Criteria for Subproject 6(b): N/A – This Work is performed post-Substantial Completion

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b): N/A – This Work is performed post-Substantial Completion

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A – This Work is performed post-Substantial Completion

Select either A or B:



/s/ *David Craft*						/s/ *Steve Smith*
Owner						Contractor

David Craft						Steve Smith
Name						Name

SVP E&C						Senior Project Manager & Principal Vice President
Title						Title

November 18, 2022
Date of Signing						Date of Signing

CHANGE ORDER

FERC HYDROCARBON PERMIT CONDITIONS


PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018			CHANGE ORDER NUMBER: CO-00072 DATE OF CHANGE ORDER: 31-Oct-2022

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

1. In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), and as per the requirements stated in Owner correspondence SPL4-BE-C22-023 dated 02-Sep-2022, the Parties agree this Change Order includes Contractor’s costs to provide the Engineering, Procurement, and Construction services for:

a.A passive system designed to withstand a 20-minute fire exposure per UL 1709 for instrumented valves in Subproject 6(b) which activate emergency systems under Condition 79 and associated conditions;

b.Flame detection covering a minimum of 90% of all areas by two or more detectors that contain flammable or combustible fluids, including the entire length of the marine transfer piping and valve platform, under Condition 64 and associated conditions;

c.Replacement of sodium bicarbonate extinguishers with potassium bicarbonate extinguishers in areas where LNG is handled under Condition 73 and associated conditions; and

d.Firewater hydrants or monitors for the entire length of the marine transfer piping, under Condition 80 and associated conditions.

2. The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

3. Schedule C-3 (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 Applicable to Subproject 6(a)
1. The original Contract Price Applicable to Subproject 6(a) was	$	2,016,892,573
2. Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32, 34-35, 38, 41-42, 45-49, 51, 53-58, 61, 68)	$	697,987
3. The Contract Price Applicable to Subproject 6(a) prior to this Change Order was	$	2,017,590,560
4. The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
5. The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
6. The Contract Price Applicable to Subproject 6(a) including this Change Order will be	$	2,017,590,560
Adjustment to Contract Price Applicable to Subproject 6(b)
7. The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8. Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31, 33, 36-37, 39-40, 43-44, 50, 52, 59-60, 62-71)	$	9,234,429
9. The Contract Price Applicable to Subproject 6(b) prior to this Change Order was	$	466,930,429
10. The Contract Price Applicable to Subproject 6(b) will be changed by this Change Order	$	1,308,101
11. The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order	$	—
12. The Contract Price Applicable to Subproject 6(b) including this Change Order will be	$	468,238,530
Adjustment to Contract Price
13. The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14. The Contract Price prior to this Change Order was (add lines 3 and 9)	$	2,484,520,989


15. The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	1,308,101
16. The new Contract Price including this Change Order will be (add lines 14 and 15)	$	2,485,829,090

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a): N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a): N/A

Adjustment to Performance Guarantees for Subproject 6(a): N/A

Adjustment to Design Basis for Subproject 6(a): N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A - This Work is performed post-Substantial Completion

Adjustment to other Changed Criteria for Subproject 6(b): N/A - This Work is performed post-Substantial Completion

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b): N/A - This Work is performed post-Substantial Completion

Other adjustments to liability or obligation of Contractor or Owner under the Agreement: N/A - This Work is performed post-Substantial Completion

Select either A or B:



/s/ *David Craft*						/s/ *Steve Smith*
Owner						Contractor

David Craft						Steve Smith
Name						Name

SVP E&C						Senior Project Manager & Principal Vice President
Title						Title

November 18, 2022
Date of Signing						Date of Signing

CHANGE ORDER

BN#2 BEACON PILE RELOCATION


PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018			CHANGE ORDER NUMBER: CO-00073 DATE OF CHANGE ORDER: 31-Oct-2022

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

1. In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order includes Contractor’s costs to relocate the Third Berth’s Beacon Pile BN#2 to an adjacent location in accordance with direction from the Sabine Bank Pilots Association. Refer to Attachment 1 of this Change Order.

2. The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

3. Schedule C-3 (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 Applicable to Subproject 6(a)
1. The original Contract Price Applicable to Subproject 6(a) was	$	2,016,892,573
2. Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32, 34-35, 38, 41-42, 45-49, 51, 53-58, 61, 68)	$	697,987
3. The Contract Price Applicable to Subproject 6(a) prior to this Change Order was	$	2,017,590,560
4. The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
5. The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
6. The Contract Price Applicable to Subproject 6(a) including this Change Order will be	$	2,017,590,560
Adjustment to Contract Price Applicable to Subproject 6(b)
7. The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8. Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31, 33, 36-37, 39-40, 43-44, 50, 52, 59-60, 62-72)	$	10,542,530
9. The Contract Price Applicable to Subproject 6(b) prior to this Change Order was	$	468,238,530
10. The Contract Price Applicable to Subproject 6(b) will be changed by this Change Order	$	53,097
11. The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order	$	—
12. The Contract Price Applicable to Subproject 6(b) including this Change Order will be	$	468,291,627
Adjustment to Contract Price
13. The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14. The Contract Price prior to this Change Order was (add lines 3 and 9)	$	2,485,829,090
15. The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	53,097
16. The new Contract Price including this Change Order will be (add lines 14 and 15)	$	2,485,882,187

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a): N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a): N/A

Adjustment to Performance Guarantees for Subproject 6(a): N/A

Adjustment to Design Basis for Subproject 6(a): N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b): N/A

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

Select either A or B:



/s/ *David Craft*						/s/ *Steve Smith*
Owner						Contractor

David Craft						Steve Smith
Name						Name

SVP E&C						Senior Project Manager & Principal Vice President
Title						Title

November 18, 2022
Date of Signing						Date of Signing

CHANGE ORDER

FERC CONDITION 56: ISA 84 GAS DETECTION


PROJECT NAME: Sabine Pass LNG Stage 4 Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 7, 2018			CHANGE ORDER NUMBER: CO-00074 DATE OF CHANGE ORDER: 31-Oct-2022

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

1. In accordance with Section 6.1 of the Agreement (Change Orders Requested by Owner), the Parties agree this Change Order includes Contractor’s costs to provide the Engineering, Procurement, and Construction services to comply with FERC Condition 56 referred in Aconex transmittal SPL4-E-EM-TRM-00217 (“Societal Risk from LNG Spills on Water”), that is, installing 11ea gas detectors to justify the 10-minute release duration assumed in the Quantitative Risk Assessment that was performed to address Condition 56.

2. The detailed cost breakdown for this Change Order is detailed in Exhibit A of this Change Order.

3.Schedule C-3 (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 Applicable to Subproject 6(a)


1. The original Contract Price Applicable to Subproject 6(a) was	$	2,016,892,573
2. Net change for Contract Price Applicable to Subproject 6(a) by previously authorized Change Orders (#01-08, 10-13, 15, 17-18, 21-22, 24, 28-29, 31-32, 34-35, 38, 41-42, 45-49, 51, 53-58, 61, 68)	$	697,987
3. The Contract Price Applicable to Subproject 6(a) prior to this Change Order was	$	2,017,590,560
4. The Contract Price Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—
5. The Provisional Sum Applicable to Subproject 6(a) will be unchanged by this Change Order in the amount of	$	—

6. The Contract Price Applicable to Subproject 6(a) including this Change Order will be	$	2,017,590,560

Adjustment to Contract Price Applicable to Subproject 6(b)


7. The original Contract Price Applicable to Subproject 6(b) (in CO-00009) was	$	457,696,000
8. Net change for Contract Price Applicable to Subproject 6(b) by previously authorized Change Orders (#14, 16, 19-20, 23, 25-27, 30-31, 33, 36-37, 39-40, 43-44, 50, 52, 59-60, 62-73)	$	10,595,627
9. The Contract Price Applicable to Subproject 6(b) prior to this Change Order was	$	468,291,627
10. The Contract Price Applicable to Subproject 6(b) will be changed by this Change Order	$	443,977
11. The Provisional Sum Applicable to Subproject 6(b) will be unchanged by this Change Order	$	—
12. The Contract Price Applicable to Subproject 6(b) including this Change Order will be	$	468,735,604

Adjustment to Contract Price


13. The original Contract Price for Subproject 6(a) and Subproject 6(b) was (add lines 1 and 7)	$	2,474,588,573
14. The Contract Price prior to this Change Order was (add lines 3 and 9)	$	2,485,882,187
15. The Contract Price will be increased by this Change Order in the amount of (add lines 4, 5, 10 and 11)	$	443,977
16. The new Contract Price including this Change Order will be (add lines 14 and 15)	$	2,486,326,164

Adjustment to dates in Project Schedule for Subproject 6(a)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(a): N/A

Adjustment to Payment Schedule for Subproject 6(a): N/A

Adjustment to Minimum Acceptance Criteria for Subproject 6(a): N/A

Adjustment to Performance Guarantees for Subproject 6(a): N/A

Adjustment to Design Basis for Subproject 6(a): N/A

Other adjustments to liability or obligations of Contractor or Owner under the Agreement for Subproject 6(a): N/A

Adjustment to dates in Project Schedule for Subproject 6(b)

The following dates are modified: N/A

Adjustment to other Changed Criteria for Subproject 6(b): N/A

Adjustment to Payment Schedule for Subproject 6(b): Yes; see Exhibit B

Adjustment to Design Basis for Subproject 6(b): N/A

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

Select either A or B:



/s/ *David Craft*						/s/ *Steve Smith*
Owner						Contractor

David Craft						Steve Smith
Name						Name

SVP E&C						Senior Project Manager & Principal Vice President
Title						Title

November 18, 2022
Date of Signing						Date of Signing

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed as of:	2/23/23
Filed on:	2/22/23
For Period end:	12/31/22
	11/18/22
	11/7/18	10-Q, 8-K
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Sabine Pass Liquefaction, LLC     10-K       12/31/23   85:7.7M
11/02/23  Sabine Pass Liquefaction, LLC     10-Q        9/30/23   70:6M
 8/03/23  Sabine Pass Liquefaction, LLC     10-Q        6/30/23   73:5.9M
 7/13/23  Sabine Pass Liquefaction, LLC     S-4                   87:14M                                    Donnelley … Solutions/FA
 5/02/23  Sabine Pass Liquefaction, LLC     10-Q        3/31/23   70:5.7M

45 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/29/22  Sabine Pass Liquefaction, LLC     8-K:1,2,9  11/29/22   12:542K                                   Donnelley … Solutions/FA
11/03/22  Sabine Pass Liquefaction, LLC     10-Q        9/30/22   70:7.8M
 8/04/22  Sabine Pass Liquefaction, LLC     10-Q        6/30/22   69:6.6M
 5/04/22  Sabine Pass Liquefaction, LLC     10-Q        3/31/22   69:6M
 2/24/22  Sabine Pass Liquefaction, LLC     10-K       12/31/21   88:12M
11/26/21  Sabine Pass Liquefaction, LLC     8-K:1,9    11/24/21   11:139K                                   Donnelley … Solutions/FA
11/04/21  Sabine Pass Liquefaction, LLC     10-Q        9/30/21   72:6.9M
 8/05/21  Sabine Pass Liquefaction, LLC     10-Q        6/30/21   75:6.9M
 5/04/21  Sabine Pass Liquefaction, LLC     10-Q        3/31/21   73:6.2M
 2/24/21  Sabine Pass Liquefaction, LLC     10-K       12/31/20   90:8.6M
12/10/20  Sabine Pass Liquefaction, LLC     8-K:1,9    12/09/20   13:187K
11/06/20  Sabine Pass Liquefaction, LLC     10-Q        9/30/20   75:6.8M
 8/06/20  Sabine Pass Liquefaction, LLC     10-Q        6/30/20   75:7M
 5/08/20  Sabine Pass Liquefaction, LLC     8-K:1,2,8,9 5/05/20   15:755K                                   Donnelley … Solutions/FA
 4/30/20  Sabine Pass Liquefaction, LLC     10-Q        3/31/20   74:6.2M
 3/23/20  Sabine Pass Liquefaction, LLC     8-K:1,9     3/19/20   13:2.6M                                   Donnelley … Solutions/FA
 2/25/20  Sabine Pass Liquefaction, LLC     10-K       12/31/19   89:11M
11/01/19  Sabine Pass Liquefaction, LLC     10-Q        9/30/19   75:6.6M
 8/08/19  Sabine Pass Liquefaction, LLC     10-Q        6/30/19   77:7M
 5/09/19  Sabine Pass Liquefaction, LLC     10-Q        3/31/19   76:5.4M
11/09/18  Sabine Pass Liquefaction, LLC     8-K:1,9    11/07/18    2:4.8M                                   Donnelley … Solutions/FA
 3/06/17  Cheniere Energy Partners, L.P.    8-K:1,2,9   2/28/17    4:445K                                   Donnelley … Solutions/FA
 2/27/17  Cheniere Energy Partners, L.P.    8-K:1,2,9   2/24/17    4:1.3M                                   Donnelley … Solutions/FA
 2/24/17  Sabine Pass Liquefaction, LLC     10-K       12/31/16   85:8.2M
 2/03/17  Sabine Pass Liquefaction, LLC     S-4                   97:13M                                    Donnelley … Solutions/FA
 9/23/16  Cheniere Energy Partners, L.P.    8-K:1,2,9   9/19/16    5:458K                                   Donnelley … Solutions/FA
 6/14/16  Cheniere Energy Partners, L.P.    8-K:1,2,9   6/08/16    4:421K                                   Donnelley … Solutions/FA
11/09/15  Sabine Pass Liquefaction, LLC     10-Q/A      9/30/15    5:171K
 3/03/15  Cheniere Energy Partners, L.P.    8-K:1,2,9   2/26/15    4:703K                                   Donnelley … Solutions/FA
 8/11/14  Sabine Pass Liquefaction, LLC     8-K:1,9     8/05/14    2:1.2M
 5/22/14  Cheniere Energy Partners, L.P.    8-K:1,2,9   5/20/14    4:766K
12/02/13  Cheniere Energy Partners LP … LLC S-1/A                 11:5.1M                                   Donnelley … Solutions/FA
11/25/13  Cheniere Energy Partners, L.P.    8-K:1,2,9  11/25/13    3:260K                                   Donnelley … Solutions/FA
11/15/13  Sabine Pass Liquefaction, LLC     S-4                   12:3.5M                                   Donnelley … Solutions/FA
 8/02/13  Sabine Pass LNG, L.P.             10-Q        6/30/13   69:4.7M
 5/03/13  Cheniere Energy Partners, L.P.    10-Q        3/31/13   58:6.8M
 4/16/13  Cheniere Energy Partners, L.P.    8-K:1,2,7,9 4/10/13    6:537K                                   Donnelley … Solutions/FA
 2/22/13  Cheniere Energy Partners, L.P.    10-K       12/31/12   91:12M
 2/04/13  Cheniere Energy Partners, L.P.    8-K:1,2,9   1/29/13    4:1.3M                                   Donnelley … Solutions/FA
 8/06/12  Sabine Pass LNG, L.P.             8-K:1,9     7/31/12    3:1.4M                                   Donnelley … Solutions/FA
 5/15/12  Cheniere Energy Partners, L.P.    8-K:1,8,9   5/14/12    9:5.2M
 1/30/12  Cheniere Energy Partners, L.P.    8-K:1,8,9   1/30/12    3:1.2M
 1/26/12  Cheniere Energy Partners, L.P.    8-K:1,8,9   1/25/12    3:1.3M
12/12/11  Cheniere Energy Partners, L.P.    8-K:1,8,9  12/11/11    3:1.3M
11/21/11  Cheniere Energy Partners, L.P.    8-K:1,8,9  11/21/11    3:1.3M

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Filing Submission 0001499200-23-000002 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sabine Pass Liquefaction, LLC – ‘10-K’ for 12/31/22 – ‘EX-10.38’

On: Wednesday, 2/22/23, at 7:29pm ET · As of: 2/23/23 · For: 12/31/22 · Accession #: 1499200-23-2 · File #: 333-192373

Annual Report — Form 10-KFiling Table of Contents

‘EX-10.38’ — Material Contract

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Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

45 Previous Filings that this Filing References

Annual Report — Form 10-K

Filing Table of Contents