Sabine Pass Liquefaction 10-Q 2023 Q2 Quarterly report

Exhibit 10.5

Sabine Pass Liquefaction, LLC

June 30, 2023

Attention: LNG Procurement Department, LNG Trading & Operation Team

Korea Gas Corporation

120, Cheomdan-ro, Dong-gu, Daegu, 41062

Republic of Korea

Re:    LNG Sale and Purchase Agreement, dated January 30, 2012 between Sabine Pass Liquefaction, LLC and Korea Gas Corporation, as amended (the “SPA”)

Letter agreement regarding change from LIBOR to SOFR (“Letter Agreement”)

Dear Sir or Madam:

Reference is made to the SPA. Capitalized terms used in this Letter Agreement and not defined herein shall have the meanings given them in the SPA.

The Parties hereby agree, as contemplated by the definition of “LIBOR” in Section 1.1 of the SPA and Section 1.3 of the SPA, that Three-Month Term SOFR (as defined below) shall replace LIBOR in the SPA effective as of July 1, 2023. Effective as of such date, the SPA shall hereby be amended by: (i) replacing the definition of LIBOR with the below definition of Three-Month Term SOFR; and (ii) replacing each instance of “LIBOR” in the SPA with “Three-Month Term SOFR”. In addition, any other terms relating to LIBOR or the replacement of LIBOR in the SPA shall be disregarded.

“Three-Month Term SOFR    the forward-looking term rate based on a rate equal to the secured overnight financing rate administered by the Federal Reserve bank of New York (or a successor administrator of the secured overnight financing rate) for a tenor of three (3) months, as administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) and published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate);”

Except as expressly agreed herein, all terms and conditions of the SPA remain in full force and effect and are acknowledged and ratified.

Please indicate Buyer's agreement with the terms of this Letter Agreement by executing a copy where indicated below and returning it to Seller.

700 Milam Street, Suite 1900, Houston, Texas 77002

+1 713-375-5000

Sincerely,

SABINE PASS LIQUEFACTION, LLC
By:	/s/ Florian Pintgen
	Florian Pintgen
	Vice President, Commercial Operations

Accepted and Agreed:
Korea Gas Corporation
By:	/s/ Lee, In Keun
	Lee, In Keun
	Head of LNG Procurement Department

700 Milam Street, Suite 1900, Houston, Texas 77002

+1 713-375-5000