CHANGE ORDER FORM Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum PROJECT NAME:Sabine Pass LNG Liquefaction Facility OWNER: Sabine Pass Liquefaction, LLC CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc. DATE OF AGREEMENT: November 11, 2011CHANGE ORDER NUMBER: CO-00037 DATE OF CHANGE ORDER: October 31, 2014

Parties agree Bechtel will implement a Performance and Attendance Bonus (PAB) Incentive Program to attract and retain qualified craft beginning the first regular pay period of 2015 through Substantial Completion of Subproject 2. The overall PAB Incentive Program will be comprised of two separate programs. Program 1 will apply to all SPL 1 direct-hire craft workers. Program 2 will apply to all SPL 1 core direct-hire crafts in the following classifications: electrician, instrument technician, millwright, friction operator, pipefitter, rigger, and welder. The Provisional Sum amount for Program 1PAB and Program 2 PAB is $***. Further details regarding the PAB Incentive Programs 1 and 2 are detailed in Exhibit A of this Change Order.

Bechtel will invoice SPL at the beginning of each quarter, the maximum achievable incentive amount for that quarter. Semi-annually the Parties will reconcile the previous two quarter’s invoiced amount against the total cost of the PAB Incentive Program in the same two quarters. Any variance will be included with the next applicable invoice.

PAB quarterly goals will be set with the intention to achieve target schedule progress and attendance goals. PAB amounts will be paid to qualified craft members on a quarterly basis. Bechtel will pay the craft 50% of the earned PAB and retain the remaining 50% of the PAB in escrow through the duration of the employee’s work on SPL 1. Payment parameters and milestone examples are summarized in Exhibit A.

Attachment EE of the Agreement is hereby amended by adding Section 2.6 Craft Incentive & Retention Program Provisional Sum.

The Aggregate Provisional Sum specified in Article 7.1A of the Agreement prior to this Change Order was $305,923,466. This Change Order will increase the Aggregate Provisional Sum amount by $*** and the new value shall be $***.

Parties agree Bechtel will engineer, and have its subcontractor install, the Tate access flooring in room 208 and the dissipative vinyl tiling in rooms 208 and 208A of the Control Building as well as control room modifications associated with future expansion. The modifications include:

An updated HVAC system to accommodate extra heat load;

A provision in the control, I/O, and telecom room for future expansion;

Future expansion will include transformer, feeder, breaker, and UPS instrument power distribution for panel for Stage 3;

Raceway/cable conduit/penetration and run power circuits from the I/O room to the consoles in the Control Room for future expansion;

Additional fiber optic cards to accommodate Stage 3 speakers.

Exhibit A of this Change Order depicts the new flooring and modifications.

Parties agree SPL will transfer the scope of work associated with the tie-in between Port Arthur water line and contractual tie-in location to Bechtel. As part of this work scope transfer, Bechtel:

Will extend the 16” city water utility line from the block valve to the sleeper rack adjacent from the water storage tank tags 10S-3603 to reach the contractual interface point.

Removed SPL’s thrust block and inserted an additional temporary block valve with branch connections upstream of the new block valve that will be removed during the final tie-in design configuration.

Identified the water utility line mechanical joint connections are not designed for soil subsidence based on the three foot soil improvement in the area. Bechtel and SPL agreed to relocate the block valve to the first welding fitting, replace the mechanical pipe joints with HDPE pipe, and include (EBAA) ball joint type flex connection when transitioning from underground to above ground piping near the sleeper rack.

Exhibit B of this Change Order depicts the work scope associated with this transfer of work scope.

Parties agree that Bechtel will make the following modifications to the failure positions of the actuators for HV-54069 and HV-54070:

HV-54069 (tie-in T-5409): Change from the current failure position of “FO” (fail open) to “FL” (fail last).

HV-54070 (tie-in T-5415): Change from the current failure position of “FL” (fail last) to “FO” (fail open).

Parties agree Bechtel will modify the existing LNG send out line to include a thermal relief valve between ESD valves XV55029 and HV 25061. The thermal relief valve exhaust will be routed to a safe location, agreed to by Bechtel and SPL, in lieu of routing to the BOG header or V-104.

Exhibit C of this Change Order depicts the modifications to the send out line.

This Change Order also includes a credit for 1 invoice paid by SPL to Jeff Davis Electrical Corp, as shown in Exhibit D.

The overall cost breakdown for this Change Order is detailed in Exhibit E and described as follows:

The Previous Existing Facility Labor Provisional Sum in Article 2.2 of Attachment EE of the Agreement was *** U.S. Dollars ($***) and *** hours. This Change Order will amend the previous values respectively to *** U.S. Dollars ($***) and *** hours.

The Aggregate Provisional Sum specified in Article 7.1A of the Agreement prior to this Change Order was $332,423,466. This Change Order will increase the Aggregate Provisional Sum amount by $*** and the new value shall be $***.

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