FOC; (D) ANY INDEMNITIES,
LIABILITIES, OR DAMAGES RECEIVED BY FLNG FROM OTHER CUSTOMERS WHICH OFFSET
AMOUNTS INCLUDED IN ACTUAL FOC; (E) ANY BONUSES PAID TO EMPLOYEES OF FLNG TO THE
EXTENT THAT SUCH BONUSES ARE BASED ON OR ATTRIBUTABLE TO DISTRIBUTIONS TO ANY OF
FLNG'S LIMITED PARTNERS; (F) ANY NEW TAXES AND NEW REGULATORY COSTS BORNE BY
FLNG PURSUANT TO SECTION 4.4; (G) ANY PERMITTING, ENGINEERING, DEVELOPMENT,
FINANCING, DESIGN AND ENVIRONMENTAL REMEDIATION COSTS PAID TO THIRD PARTIES
WHICH COSTS ARE DIRECTLY RELATED TO THE DEVELOPMENT OF ANY MODIFICATION THAT
SIGNIFICANTLY EXPANDS THE FREEPORT FACILITY; (H) AWARDS; (I) ALL INDEMNITIES,
LIABILITIES, AND OTHER DAMAGES ARISING FROM ANY ARBITRAL AWARD, EXPERT
DETERMINATION, JUDGMENT, OR SETTLEMENT PAYABLE BY FLNG TO ANY INDEMNITEE (AS
DEFINED IN THE PARTNERSHIP AGREEMENT OF FLNG); (J) FIXED OPERATING COSTS AND
MAINTENANCE CAPITAL WHICH ARE INCURRED OUTSIDE THE NORMAL COURSE OF BUSINESS AND
WHICH BENEFIT SOLELY OTHER CUSTOMERS; (K) MARKETING EXPENSES PAID TO THIRD
PARTIES RELATED SOLELY TO POTENTIAL OTHER CUSTOMERS; (L) COSTS INCURRED IN
CONNECTION WITH TRANCHE B LOANS AND TPS LOANS (EACH AS DEFINED IN THE CREDIT
AGREEMENT); AND (M) EXCLUDED CREDIT AGREEMENT AMOUNTS.
FOR THE AVOIDANCE OF
DOUBT, BUDGETED FOC SHALL NOT INCLUDE CAPITAL EXPENDITURES (OTHER THAN
MAINTENANCE
3
CAPITAL) INCURRED BY FLNG, AMOUNTS PAYABLE BY CUSTOMER UNDER THE *** AND OTHER
DEBT SERVICE.
1.16
"BUILD-UP PERIOD" MEANS THE PERIOD OF TIME COMMENCING ON THE
COMMERCIAL START DATE AND ENDING ON THE DAY PRIOR TO THE PLATEAU INCEPTION DATE.
1.17
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A WEEKEND DAY OR U.S.
FEDERAL BANKING HOLIDAY IN HOUSTON, TEXAS.
1.18
"C RATIO" MEANS THE RATIO THAT THE CUSTOMER ACTUAL CAPACITY BEARS TO
THE AGGREGATE ACTUAL CAPACITY.
1.19
"CARGO" MEANS A QUANTITY OF LNG EXPRESSED IN MMBTU CARRIED BY AN LNG
VESSEL IN RELATION TO WHICH FLNG WILL RENDER SERVICES HEREUNDER.
1.20
"CENTRAL TIME" MEANS CENTRAL TIME ZONE, AS ADJUSTED FOR DAYLIGHT
SAVING TIME AND STANDARD TIME.
1.21
"CLAIMS" SHALL HAVE THE MEANING SET FORTH IN SECTION 10.2 OF THIS
AGREEMENT.
1.22
"COMMERCIAL START DATE" SHALL HAVE THE MEANING SET FORTH IN
SECTION 7.2.
1.23
"CONTRACT YEAR" MEANS EACH ANNUAL PERIOD STARTING ON OCTOBER 1 AND
ENDING ON SEPTEMBER 30 DURING THE TERM OF THIS AGREEMENT; PROVIDED, HOWEVER,
THAT (A) THE FIRST CONTRACT YEAR SHALL COMMENCE ON THE COMMERCIAL START DATE AND
END ON THE FOLLOWING SEPTEMBER 30, AND (B) THE LAST CONTRACT YEAR SHALL COMMENCE
ON OCTOBER 1 IMMEDIATELY PRECEDING THE LAST DAY OF THE TERM AND END ON THE LAST
DAY OF THE TERM AS SET FORTH IN SECTION 7.1.
1.24
"CONVERSION DATE" SHALL HAVE THE MEANING SET FORTH IN THE CREDIT
AGREEMENT.
1.25
"CREDIT AGREEMENT" MEANS THAT CERTAIN CREDIT AGREEMENT EXECUTED AS
OF THE DATE HEREOF BETWEEN FLNG, FREEPORT LNG-GP, INC., CUSTOMER, AND VARIOUS
FINANCIAL INSTITUTIONS, AS IN EFFECT ON THE DATE HEREOF.
1.26
"CREST CONTRACT" MEANS THAT CERTAIN SETTLEMENT AND PURCHASE
AGREEMENT DATED AS OF JUNE 14, 2001 BY AND AMONG CHENIERE ENERGY, INC., A
DELAWARE CORPORATION, CXY CORPORATION, A TEXAS CORPORATION, CREST