SABINE PASS SERVICES
MANUAL AND ANY AMENDMENTS THERETO PROMPTLY AFTER THEY HAVE BEEN FINALIZED OR
AMENDED, AS THE CASE MAY BE.
CUSTOMER SHALL COMPLY, AND SHALL CAUSE ITS
SCHEDULING REPRESENTATIVE TO COMPLY, WITH SUCH SABINE PASS SERVICES MANUAL IN
ALL RESPECTS.
THE PARTIES WILL UNDERTAKE TO DEVELOP A SABINE PASS SERVICES
MANUAL THAT IS CONSISTENT WITH THIS AGREEMENT; HOWEVER, IN THE EVENT OF A
CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE SABINE PASS SERVICES
MANUAL, THE TERMS OF THIS AGREEMENT SHALL CONTROL.
ARTICLE 4
COMPENSATION FOR SERVICES
4.1
FEE
FROM THE COMMERCIAL START DATE, PROVIDED THAT THE SABINE PASS FACILITY HAS
ACHIEVED COMMERCIAL OPERATIONS COMPLETION, AND SUBJECT TO THE ADJUSTMENT IN
SECTION 4.5, CUSTOMER SHALL, AS FULL COMPENSATION FOR THE PERFORMANCE BY SABINE
OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BEAR THE RETAINAGE AND PAY TO SABINE
THE SUM OF THE COMPONENTS SPECIFIED IN PARAGRAPHS (A) AND (B) BELOW (SUCH AMOUNT
COLLECTIVELY REFERRED TO AS THE "FEE"):
(A)
RESERVATION FEE.
A MONTHLY RESERVATION FEE
(THE "RESERVATION FEE"), PAYABLE IN ADVANCE, CONSISTING OF THE FOLLOWING TWO (2)
COMPONENTS:
(I)
A MONTHLY COMPONENT (THE "FIXED
COMPONENT") THAT, DURING THE INITIAL TERM, SHALL BE EQUAL TO NINE MILLION ONE
HUNDRED TWENTY ONE THOUSAND THREE HUNDRED FIFTY DOLLARS ($9,121,350).
THE FIXED
COMPONENT WITH RESPECT TO ANY EXTENSION TERM SHALL BE DETERMINED IN ACCORDANCE
WITH SECTION 4.5; AND
(II)
A MONTHLY COMPONENT IN RELATION TO CERTAIN
FIXED OPERATING COSTS OF SABINE (THE "FOC COMPONENT") THAT SHALL BE EQUAL TO ONE
MILLION THREE HUNDRED THREE THOUSAND FIFTY DOLLARS ($1,303,050), SUCH AMOUNT TO
BE ADJUSTED ANNUALLY FOR CHANGES IN THE UNITED STATES CONSUMER PRICE INDEX
13
USING THE UNITED STATES CONSUMER PRICE INDEX (ALL URBAN CONSUMERS) AS OF THE
COMMERCIAL START DATE AS A BASE.
(B)
INCREMENTAL COSTS.
THE FOLLOWING
INCREMENTAL COSTS (THE "INCREMENTAL COSTS") PAYABLE MONTHLY IN ARREARS:
(I)
COMPENSATION FOR ANY ROUND-UP QUANTITY
UNDER SECTION 3.1(B)(I);
(II)
PREMIUMS FOR BUSINESS INTERRUPTION
INSURANCE PURCHASED PURSUANT TO SECTION 13.1(F); AND
(III)
EXCESS BERTH FEES, IF ANY, UNDER SECTION
8.9(B).
4.2
RETAINAGE
FOR PURPOSES OF THIS AGREEMENT "RETAINAGE" MEANS A QUANTITY OF LNG EQUAL TO TWO
PERCENT (2%) OF LNG RECEIVED FOR CUSTOMER'S ACCOUNT AT THE RECEIPT POINT;
PROVIDED, HOWEVER, THAT RETAINAGE SHALL BE INCREASED TEMPORARILY FOR ANY
ADDITIONAL LOSSES IN THE EVENT CUSTOMER FAILS TO NOMINATE GAS AT THE MINIMUM GRR
DURING UNLOADING OF AN LNG VESSEL ON BEHALF OF CUSTOMER OR AT SUCH MINIMUM GRR
REQUIRED TO REDELIVER CUSTOMER'S SHARE OF BOIL-OFF GAS.
4.3
GOVERNMENTAL AUTHORITY TAXES AND COSTS
IF, SUBSEQUENT TO THE EFFECTIVE DATE, ANY GOVERNMENTAL AUTHORITY:
(A)
IMPOSES ANY TAXES ON SABINE (EXCLUDING ANY
TAXES ON THE CAPITAL REVENUE OR INCOME DERIVED BY SABINE) WITH RESPECT TO THE
SERVICES, OR THE SABINE PASS FACILITY ("SABINE TAXES"); OR
(B)
ENACTS ANY SAFETY OR SECURITY RELATED
REGULATION WHICH MATERIALLY INCREASES THE COSTS OF SABINE IN RELATION TO THE
SERVICES OR THE SABINE PASS FACILITY ("NEW REGULATORY COSTS");
THEN CUSTOMER SHALL BEAR SUCH SABINE TAXES AND NEW REGULATORY COSTS AT THE RATE
OF FORTY PERCENT