SAME FREE AND CLEAR OF ANY
CLAIMS, AND SELL OR OTHERWISE DISPOSE OF SUCH CUSTOMER'S INVENTORY USING GOOD
FAITH EFFORTS TO OBTAIN THE BEST AVAILABLE PRICES AND TO MINIMIZE COSTS.
FLNG
SHALL CREDIT TO CUSTOMER'S ACCOUNT THE NET PROCEEDS FROM THE SALE OR OTHER
DISPOSITION OF CUSTOMER'S INVENTORY TO WHICH IT TAKES TITLE HEREUNDER, MINUS
ACTUAL AND REASONABLE TRANSPORTATION COSTS, THIRD PARTY CHARGES, AND AN
ADMINISTRATIVE FEE OF $0.05 PER MMBTU; PROVIDED, HOWEVER, THAT IF THE AMOUNT OF
THE CREDIT EXCEEDS THE AMOUNT DUE TO FLNG UNDER THE NEXT MONTHLY STATEMENT, THEN
FLNG AGREES TO PAY ANY SUCH EXCESS AMOUNT TO CUSTOMER WITHIN FIVE (5) BUSINESS
DAYS AFTER DELIVERY OF SUCH MONTHLY STATEMENT.
3.5
FREEPORT SERVICES MANUAL
ACTING AS A REASONABLE AND PRUDENT OPERATOR, FLNG SHALL DEVELOP AND MAINTAIN A
SINGLE SERVICES MANUAL APPLICABLE TO CUSTOMER AND ALL OTHER CUSTOMERS WHICH
CONTAINS DETAILED IMPLEMENTATION PROCEDURES NECESSARY FOR PERFORMANCE OF THIS
AGREEMENT AND AGREEMENTS WITH OTHER CUSTOMERS WITH REGARD TO THE MATTERS SET
FORTH IN EXHIBIT A ATTACHED HERETO
15
(BUT EXCLUDING THE MATTERS GOVERNED BY THE FREEPORT FACILITY MARINE OPERATIONS
MANUAL).
IN DEVELOPING SUCH A MANUAL, FLNG SHALL PROVIDE CUSTOMER WITH A
PRELIMINARY DRAFT OF THE SAME (THE "PRELIMINARY SERVICES MANUAL").
IF CUSTOMER
DESIRES TO CONSULT WITH FLNG REGARDING THE CONTENTS OF THE PRELIMINARY SERVICES
MANUAL, CUSTOMER SHALL, NO LATER THAN FIFTEEN (15) DAYS FROM DELIVERY OF SAID
MANUAL BY FLNG, REQUEST TO MEET WITH FLNG BY PROVIDING NOTICE THEREOF TO FLNG,
AND FLNG SHALL, NO LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE,
MEET WITH CUSTOMER TO DISCUSS SAID MANUAL.
IF (A) CUSTOMER DOES NOT SUBMIT THE
FOREGOING NOTICE TO FLNG ON A TIMELY BASIS OR (B) CUSTOMER AND FLNG MEET
PURSUANT TO SUCH A NOTICE AND ARE ABLE DURING SUCH MEETING TO AGREE UPON
REVISIONS TO THE DRAFT, THEN SUCH DRAFT, AS SO REVISED (AND AS AMENDED FROM TIME
TO TIME), SHALL CONSTITUTE THE "FREEPORT SERVICES MANUAL".
IF CUSTOMER AND FLNG
MEET PURSUANT TO THE FOREGOING NOTICE AND ARE UNABLE DURING SUCH MEETING TO
AGREE UPON REVISIONS TO THE PRELIMINARY SERVICES MANUAL, THEN FLNG SHALL
DETERMINE, WHILE USING ITS REASONABLE EFFORTS TO ACCOMMODATE CUSTOMER'S VIEWS,
THE FREEPORT SERVICES MANUAL.
IN THE EVENT FLNG INTENDS TO AMEND THE FREEPORT
SERVICES MANUAL, THEN FLNG SHALL FOLLOW THE PROCEDURE SET FORTH ABOVE IN
RELATION TO THE PRELIMINARY SERVICES MANUAL.
FLNG SHALL DELIVER TO CUSTOMER AND
ALL OTHER CUSTOMERS A COPY OF THE FREEPORT SERVICES MANUAL AND ANY AMENDMENTS
THERETO PROMPTLY AFTER THEY HAVE BEEN FINALIZED OR AMENDED, AS THE CASE MAY BE.
THE PARTIES SHALL COMPLY WITH THE FREEPORT SERVICES MANUAL IN ALL MATERIAL
RESPECTS.
FLNG WILL UNDERTAKE TO DEVELOP A FREEPORT SERVICES MANUAL THAT IS
CONSISTENT WITH THIS AGREEMENT; HOWEVER, IN THE EVENT OF A CONFLICT BETWEEN THE
TERMS OF THIS AGREEMENT AND THE FREEPORT SERVICES MANUAL, THE TERMS OF THIS
AGREEMENT SHALL CONTROL.
3.6
SERVICES RELATING TO GAS STORAGE FACILITIES
IN THE EVENT FLNG ELECTS TO PROVIDE ONE OR MORE GAS STORAGE FACILITIES, THE
PARTIES SHALL