sufficiency
of which is hereby acknowledged by the Parties hereto and for the mutual
covenants contained herein, SABINE and Customer hereby agree as follows:
ARTICLE 1
DEFINITIONS
In addition to any terms or expressions defined elsewhere in this Agreement, the
terms or expressions set forth below shall have the following meanings in this
Agreement:
1.1
"ADVERSE WEATHER CONDITIONS" MEANS WEATHER AND
SEA CONDITIONS ACTUALLY EXPERIENCED AT OR NEAR THE SABINE PASS 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.
1.2
"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 FIFTY PERCENT (50%) OR MORE OF THE VOTING RIGHTS IN A
PERSON.
1
1.3
"AGGREGATE ACTUAL THROUGHPUT" MEANS THE SUM OF
CUSTOMER ACTUAL THROUGHPUT AND THE AGGREGATE OF OTHER CUSTOMERS' GAS DELIVERED
AT THE DELIVERY POINT IN THE RELEVANT MONTH.
1.4
"AGREEMENT" MEANS THIS AGREEMENT, TOGETHER
WITH THE ANNEXES AND EXHIBITS ATTACHED HERETO, WHICH ARE HEREBY INCORPORATED
INTO AND MADE A PART HEREOF, AS THE SAME MAY BE HEREAFTER AMENDED.
1.5
"ANNUAL DELIVERY PROGRAM" SHALL HAVE THE
MEANING SET FORTH IN SECTION 5.1(C).
1.6
"APPROVALS" MEANS ALL CONSENTS,
AUTHORIZATIONS, LICENSES, WAIVERS, PERMITS, APPROVALS AND OTHER SIMILAR
DOCUMENTS FROM OR BY A GOVERNMENTAL AUTHORITY.
1.7
"BASE RATE" MEANS: (A) THE INTEREST RATE PER
ANNUM EQUAL TO (I) THE PRIME RATE (SOMETIMES REFERRED TO AS THE BASE RATE) FOR
CORPORATE LOANS AS PUBLISHED BY THE WALL STREET JOURNAL IN THE MONEY RATES
SECTION ON THE APPLICABLE DATE, OR (II) IN THE EVENT THE WALL STREET JOURNAL
CEASES OR FAILS TO PUBLISH SUCH A RATE, THE PRIME RATE (OR AN EQUIVALENT
THEREOF) IN THE UNITED STATES FOR CORPORATE LOANS DETERMINED AS THE AVERAGE OF
THE RATES REFERRED TO AS PRIME RATE, BASE RATE OR THE EQUIVALENT THEREOF, QUOTED
BY J.P. MORGAN CHASE & CO., OR ANY SUCCESSOR THEREOF, FOR SHORT TERM CORPORATE
LOANS IN NEW YORK ON THE APPLICABLE DATE; PLUS (B) TWO PERCENT (2%).
THE BASE
RATE SHALL CHANGE AS AND WHEN THE UNDERLYING COMPONENTS THEREOF CHANGE, WITHOUT
NOTICE TO ANY PERSON.
1.8
"BRITISH THERMAL UNIT" OR "BTU" MEANS THE
AMOUNT OF HEAT REQUIRED TO RAISE THE TEMPERATURE OF ONE (1) AVOIRDUPOIS POUND OF
PURE WATER FROM 59.0 DEGREES FAHRENHEIT TO 60.0 DEGREES FAHRENHEIT AT AN
ABSOLUTE PRESSURE OF 14.696 POUNDS PER SQUARE INCH.
1.9
"BUSINESS DAY" MEANS ANY DAY THAT IS NOT A
SATURDAY, SUNDAY OR LEGAL HOLIDAY IN THE STATE OF TEXAS, OR A