PREMIUMS FOR BUSINESS
INTERRUPTION INSURANCE IF THE PROCEEDS FROM SUCH INSURANCE WOULD NOT HAVE THE
EFFECT OF OFFSETTING FIXED OPERATING COSTS; (C) ANY INDEMNITIES, LIABILITIES,
DAMAGES, CREDITS OR REBATES RECEIVED BY FLNG FROM THIRD PARTIES (EXCLUDING OTHER
CUSTOMERS) WHICH OFFSET AMOUNTS INCLUDED IN ACTUAL 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
1
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, ACTUAL FOC SHALL NOT INCLUDE
CAPITAL EXPENDITURES (OTHER THAN MAINTENANCE CAPITAL) INCURRED BY FLNG, AMOUNTS
PAYABLE BY CUSTOMER UNDER THE *** AND OTHER DEBT SERVICE.
1.2
"ADVERSE WEATHER CONDITIONS" MEANS WEATHER AND SEA CONDITIONS
ACTUALLY EXPERIENCED AT OR NEAR THE FREEPORT FACILITY THAT ARE SUFFICIENTLY
SEVERE EITHER: (A) TO PREVENT AN LNG VESSEL FROM PROCEEDING TO BERTH, OR
UNLOADING OR DEPARTING FROM BERTH, IN ACCORDANCE WITH ONE OR MORE OF THE
FOLLOWING: (I) REGULATIONS PUBLISHED BY A GOVERNMENTAL AUTHORITY, (II) AN
APPROVAL, OR (III) AN ORDER OF A PILOT; OR (B) TO CAUSE AN ACTUAL DETERMINATION
BY THE MASTER OF AN LNG VESSEL THAT IT IS UNSAFE FOR SUCH VESSEL TO BERTH,
UNLOAD OR DEPART FROM BERTH.
1.3
"AFFILIATE" MEANS A PERSON (OTHER THAN A PARTY) THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, A PARTY
TO THIS AGREEMENT, AND FOR SUCH PURPOSES THE TERMS "CONTROL", "CONTROLLED BY"
AND OTHER DERIVATIVES SHALL MEAN THE DIRECT OR INDIRECT OWNERSHIP OF MORE THAN
FIFTY PERCENT (50%) OF THE VOTING RIGHTS IN A PERSON.
1.4
"AGGREGATE ACTUAL CAPACITY" MEANS THE SUM OF CUSTOMER ACTUAL
CAPACITY IN A CONTRACT YEAR PLUS THE AGGREGATE QUANTITY OF LNG RECEIVED AT THE
FREEPORT FACILITY FOR THE ACCOUNT OF EACH OTHER CUSTOMER IN SUCH CONTRACT YEAR.
1.5
"AGGREGATE CONTRACTED CAPACITY" MEANS THE SUM OF THE CUSTOMER
CONTRACTED CAPACITY PLUS THE AGGREGATE QUANTITY OF LNG CONTRACTED AT THE
FREEPORT FACILITY (AND ANY QUANTITIES OF LNG RECEIVED BY FLNG IN EXCESS OF SUCH
CONTRACTED QUANTITY) FOR THE ACCOUNT OF EACH OTHER CUSTOMER IN SUCH CONTRACT
YEAR.