Sabine Pass Liquefaction, LLC

Exhibit 10.5

Sabine Pass Liquefaction, LLC

May 18, 2023

Attention: Chief Counsel

BG Gulf Coast LNG, LLC

000 Xxxx Xxxxxx,

Suite 3400

Houston, TX 77002

Re:    Amended and Restated LNG Sale and Purchase Agreement, dated January 25, 2012, between Sabine Pass Liquefaction, LLC and BG Gulf Coast LNG, LLC 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 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 SOFR; and (ii) replacing each instance of “LIBOR” in the SPA with “Three-Month SOFR”. In addition, any other terms relating to LIBOR or the replacement of LIBOR in the SPA shall be disregarded.

“Three-Month 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 Xxxxx's agreement with the terms of this Letter Agreement by executing a copy where indicated below and returning it to Seller.

000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000

x0 000-000-0000

Sincerely,

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

Accepted and Agreed:
BG Gulf Coast LNG, LLC
By:						/s/ Xxxxxx Xxxxxx
Name:						Xxxxxx Xxxxxx
Title:						Director

000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000

x0 000-000-0000