Exhibit 10.8
Sabine Pass Liquefaction, LLC
June 08, 2023
Attention: Mr. Ignacio Martin
Head of Gas & LNG International Supply
Naturgy LNG GOM, Limited
12 Merrion Square North
Dublin 2, Ireland
D02 H798
Re: LNG Sale and Purchase Agreement dated November 21, 2011 between Sabine Pass Liquefaction, LLC and Naturgy LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.), 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.
700 Milam Street, Suite 1900, Houston, Texas 77002
+1 713-375-5000
Please indicate Buyer's agreement with the terms of this Letter Agreement by executing a copy where indicated below and returning it to Seller.
Sincerely,
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| SABINE PASS LIQUEFACTION, LLC |
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| By: | /s/ Florian Pintgen |
| Florian Pintgen |
| Vice President, Commercial Operations |
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| Accepted and Agreed: |
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| Naturgy LNG GOM, Limited |
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| By: | | /s/ Jonas Ledo |
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| Name: | Jonas Ledo |
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| Title: | Director |
700 Milam Street, Suite 1900, Houston, Texas 77002
+1 713-375-5000