LNG SALES AGREEMENT

Exhibit 10.2

LNG SALES AGREEMENT

Between

SPECTRUM ENERGY SERVICES, LLC

An Alaska Limited Liability Company with offices at
8505 South Elwood Avenue, Building #123
Tulsa, OK 74132
Telephone: 918-298-6660
Fax: 918-298-6662

SELLER

and

CLEAN ENERGY

A California Corporation, with offices at
3020 Old Ranch Parkway, Suite 200
Seal Beach, CA 90740
Telephone: 562-493-2804
Fax: 562-546-0097

BUYER

Dated as of October 17th, 2007

Sales Agreement No: 100-07

TABLE OF CONTENTS

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LNG SALES AGREEMENT
(Sales Agreement No. 100-07)

THIS LNG SALES AGREEMENT (this “Sales Agreement”) is entered into as of the 17th day of October 2007 (the “Effective Date”) by and between CLEAN ENERGY , a California corporation, hereinafter referred to as “Buyer,” and SPECTRUM ENERGY SERVICES, LLC , an Alaska limited liability company, hereafter referred to as “Seller.” Buyer and Seller are sometimes hereinafter referred to, individually, as “Party” and collectively, as “Parties.”

W I T N E S S E T H :

WHEREAS, Buyer is in the business of marketing liquefied natural gas and needs additional liquefied natural gas supplies in Arizona and California in order to meet customer demand;

WHEREAS, Seller is in the business of processing natural gas and developing plants and projects that produce liquefied natural gas;

WHEREAS, Seller is the owner of certain liquefied natural gas production facilities, which when installed at or near Ehrenberg, Arizona as provided below, will have the capacity to produce a certain amount of liquefied natural gas for sale to Buyer on the terms and conditions set forth in this Sales Agreement; and

WHEREAS, Buyer desires to purchase liquefied natural gas from Seller on the terms and conditions set forth in this Sales Agreement,

NOW THEREFORE, in consideration of the covenants and provisions herein contained, Buyer and Seller do mutually agree as follows:

ARTICLE 1 DEFINITIONS

1.1                                  “Adjustment Date” shall be as defined in Article 12.2

1.2                                  “Allowed Power” shall be as defined in Article 14.

1.3                                  “BTU” shall mean British Thermal Unit and shall have the meaning as defined in the American Gas Association Report No. 3 as revised from time to time.

1.4                                  “Business Day” shall mean a day other than Saturday, Sunday or any other day when commercial banks in New York, New York are authorized or required to close.

1.5                                  “Buyer’s Shut Down” shall mean any period during which the LNG Plant is able to produce LNG, but Buyer is unable or elects not to purchase and receive LNG from the LNG Plant.

1.6                                  “Capacity,” or “Plant Capacity,” or “LNG Plant Capacity” shall mean the GPD that the LNG Plant can produce in a Day as described in Article 5.4.

1.7                                  “Day” means a period of time from 12:01 a.m. to Midnight.

1.8                                  “Delivery” or “Delivered” shall mean the transfer of LNG from the LNG Plant into Buyer’s LNG trailers at the Delivery Point.

1.9                                  “Delivery Point” shall mean the connection located on the discharge side of the loading hose at the truck loading facility at the LNG Plant.

1.10                            “Energy Charge” shall be as defined in Article 14.3.

1.11                            “Feedstock Gas” shall mean the Natural Gas delivered to the LNG Plant less any gas returned to the gas supplier.

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1.12                            “Gallon” or “US Gallon” shall be a measure of LNG that weighs 3.55 pounds until as determined in Article 8.1.

1.13                            “Gas” or “Natural Gas” shall mean natural gas delivered by or for Seller to the LNG Plant.

1.14                            “GPD” means Gallons per Day.

1.15                            “Liquefaction Fee” shall have the definition set forth in Article 12.1.

1.16                            “LNG” shall mean liquefied natural gas, largely made up of methane in a cryogenic liquid state.

1.17                            “LNG Plant” or “Plant” shall mean the components required to produce LNG at the Plant Capacity required pursuant to this Sales Agreement at the LNG Plant Site.

1.18                            “LNG Plant Site” shall mean the location of the LNG Plant as defined in Article 4.1.

1.19                            “Market Risk” shall mean Buyer’s risk of not being able to successfully sell LNG to end users or others at all or at a particular price.

1.20                            “MCF” shall mean one thousand (1,000) cubic feet.

1.21                            “MMBTU” shall mean one million (1,000,000) British Thermal Units.

1.22                            “MMCF” shall mean one million (1,000,000) cubic feet.

1.23                            “Month” shall mean a calendar month.

1.24                            “Monthly Liquefaction Charge” shall have the definition set forth in Article 12.1 below.

1.25                            “Natural Gas Provider” shall mean the vendor of Natural Gas which supplies the Feedstock Gas.

1.26                            “Sales Agreement Year” shall mean a period of twelve (12) consecutive Months commencing on the first day of the first Month following the initial delivery of LNG from Seller to Buyer, except that the period from the initial delivery of LNG to the first day of the following Month shall be included in the first Sales Agreement Year.

1.27                            “Seller’s Shut Down” shall mean any period in excess of four (4) hours in duration during which Seller is unable to produce LNG at the LNG Plant.

1.28                            “Take or Pay” shall have the definition set forth in Article 16.1 below.

ARTICLE 2 TERM OF SALES AGREEMENT

2.1                                  This Sales Agreement shall be deemed operative and in full force and effect from and after the Effective Date and shall remain operative and in full force and effect for a primary term of ten (10) Sales Agreement Years, unless earlier terminated pursuant to the terms of this Sales Agreement (the “Primary Term”).  Upon expiration of the Primary Term, this Sales Agreement shall automatically renew on a year-to-year basis (each year, a “Renewal Term”) until terminated by either Party at the end of the Primary Term or any subsequent Renewal Term upon at least one hundred and eighty (180) days prior written notice to the other Party.  The Primary Term and all Renewal Terms are collectively referred to herein as the “Term.”

ARTICLE 3 REPRESENTATIONS AND COVENANTS REGARDING LNG FACILITIES

3.1                                  Seller represents and warrants that it is the owner of certain LNG Plant equipment. Seller agrees to install, maintain, and operate the LNG Plant in good safe operating condition, in accordance with generally accepted industry practices and the terms of Article 4 below.

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3.2                                  Buyer represents that it currently has LNG trailers, LNG storage facilities and marketing and distribution systems in place and available for the receipt, collection, distribution and marketing of LNG at and from the Delivery Point at Seller’s LNG Plant to Buyer’s customers or marketing distribution points (the “Buyer System”).

3.3                                  Other representations or warranties are set forth elsewhere in this Sales Agreement.

ARTICLE 4 CONSTRUCTION OF FACILITIES

4.1                                  Upon execution of this Sales Agreement, Seller shall commence and complete with due diligence the construction and installation of the LNG Plant at or within fifteen miles of Ehrenberg, Arizona  (the “LNG Plant Site”).

4.2                                  Within 30 days following execution of this Sales Agreement, Seller shall deliver to Buyer a construction schedule with a start-up date for the LNG Plant of July 1, 2008 (the “Start-up Date”).

4.3                                  Seller will promptly notify Buyer upon reaching certain milestones to be set forth in the construction schedule.  These milestones shall include the following:  1) Execution of a ground lease between Seller and the land owner; 2) Application for construction permits and other authorizations from governmental authorities required for construction and operation of the LNG Plant (collectively, “Permits”); 3) Receipt of construction Permits from governmental authorities for the LNG Plant; 4) Installation of LNG Plant foundations; 5) Installation of electrical power to the LNG Plant; 6) Setting of key LNG Plant components; 7) Installation of LNG storage tanks; 8) Completion of interconnecting piping; 9) Completion of electrical and instrumentation systems; 10) Completion of integrity testing; 11) Completion of Gas supply interconnecting piping with the Gas Supplier; 12) Functional check out of LNG Plant operation; and 13) Issuance of Certificate of Occupancy or the equivalent thereof authorizing commencement of operation of the LNG Plant.

ARTICLE 5 LNG PLANT CAPACITY AND HOURS OF OPERATION

5.1                                  The LNG Plant will be designed to have and will have the Capacity to produce a minimum of 50,000 GPD. However, initially, the LNG Plant may produce fewer than 50,000 GPD due to insufficient electrical power being available from Arizona Public Service Co. (“APS”), the electricity provider to the LNG Plant.  Seller will make commercially reasonable efforts to cause the LNG Plant to produce 50,000 GPD beginning on July 1, 2008, although it shall not be in default of this Sales Agreement if its failure or inability to do so is due to a lack of electrical power from APS.  In no event, however, shall the LNG Plant produce fewer than 20,000 GPD during the period from July 1, 2008 to June 30, 2009.

5.2                                  On and after July 1, 2009, regardless of available electric power supplied by APS, the LNG Plant will produce a minimum of 50,000 GPD.

5.3                                  Prior to the Start-Up Date, Seller will provide prompt written notice to Buyer of anticipated changes in Plant Capacity and keep Buyer promptly apprised of issues it is dealing with regarding Plant Capacity and power availability. After the Start Up Date of the LNG Plant, Plant Capacity will be determined by demonstration over a 24-hour period pursuant to the procedure described in Article 5.4 below. Prior to Start Up Date, Plant Capacity will be determined by thermodynamic modeling.

5.4                                  Seller will arrange for a Plant Capacity test and provide Buyer five (5) Business Days prior written notice of the test to enable Buyer to be present, the first of which shall occur within three (3) months after Plant startup.  Subsequent tests can be requested by Buyer and will be performed within 10 days of the request.  To administer the test, Seller will operate the Plant in a normal mode over a seventy-two (72) hour period during which Plant production will be recorded every twelve (12) hours. The Plant Capacity will be determined by taking the average hourly production over the 72-hour period and multiplying the hourly average by 24.

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                                                Subsequent changes in Plant Capacity will be calculated the same way as the initial Plant Capacity test.

5.5                                  Buyer and Seller shall use commercially reasonable efforts to regulate the Delivery in quantities, at times and in a manner that prevents LNG stored at the LNG Plant from exceeding 100,000 Gallons at any time.

5.6                                  Seller will use commercially reasonable efforts to regulate its production schedule so that LNG produced by the LNG Plant will be available for Delivery at as much of a uniform rate of flow as is practicable.

5.7                                  Subject to Seller Shut Downs, the LNG Plant shall be operational 24 hours per Day and Buyer may take Delivery at any time during the time the LNG Plant is operating.

ARTICLE 6 QUALITY OF LNG

6.1                                  The LNG Delivered at the Delivery Point hereunder, shall:

(a)                                   be free of solids, sand, salt, dust, gums, crude oil, and other objectionable substances which may be injurious to facilities and systems designed for LNG use;

(b)                                  contain not more than one mole percent (1%) of ethane;

(c)                                   contain at least ninety-seven mole percent (97%) of methane;

(d)                                  contain not more than three mole percent (3%) of nitrogen;

(e)                                   when delivered to the loading pumps, the LNG will have a saturation pressure not to exceed 15 PSIG; and

(f)                                     be free of odor.

ARTICLE 7 DELIVERY POINT

7.1                                  Delivery of LNG purchased by Buyer hereunder from Seller shall be made at the Delivery Point.  As part of Seller’s obligation to construct the LNG Plant, Seller, at its cost, will install facilities sufficient to enable Buyer’s personnel to operate and pump LNG into Buyer’s LNG trailers.

ARTICLE 8 MEASUREMENT

8.1                                  The unit of measurement for LNG delivered under this Sales Agreement shall be one Gallon of LNG. Unless otherwise stated, all quantities given herein are in terms of such unit. For the purposes of this Sales Agreement, each such Gallon shall weigh 3.55 Pounds until actual LNG produced from the Plant is analyzed to determine the composition and the weight of one US Gallon. The computations used to determine the actual weight in Pounds per Gallon and Gallons per MMBTU will be performed by CHI Engineering Co. or another third party engineering firm mutually agreed upon using Gas Processors and Suppliers Association (GPSA) standards.

8.2                                  Seller shall calibrate its truck scale on an annual basis. If either Party, at any time, desires a special test of the scale, it will promptly notify the other Party, and the Parties will then cooperate to secure a calibration test and a joint observation of any adjustments, if such adjustments are necessary. If the scale is accurate upon calibration to within 2%, the Party who requested the test will pay for the calibration test. If, upon calibration, the scale equipment is found to be inaccurate by two percent (2%) or more, Seller shall pay the cost of the test and registrations thereof shall be corrected at the rate of such inaccuracy for any period which is definitely known and agreed upon, but in the case the period is not definitely known and agreed upon, then for a period extending back one half (1/2) of the time elapsed since the last date of

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                                                calibration or 3 months whichever is shorter. The amount of inaccuracy, if over 2%, will be invoiced or credited to the appropriate Party within 10 days. Following any test, scale equipment found inaccurate shall immediately be restored as closely as possible to a condition of accuracy. If, for any reason, the scale is out of service or out of repair so that the amount of LNG delivered cannot be ascertained or computed from the reading thereof, the LNG delivered during the period such scales are out of service, or out of repair, shall be transported to an agreed upon alternative truck scale.

8.3                                  Seller’s scale shall be of sufficient quality to be approved and certified by the local governmental agency having jurisdiction over weights and measures.  Seller will provide detailed information to Buyer about the scale prior to acquiring the scale for installation into the LNG Plant and provide Buyer with the option of paying Seller to upgrade the scale to a model preferred by Buyer that can weigh individual truck axle groupings as well as total truck weights.  Seller will provide Buyer seven (7) days to determine if it wishes to pay for such an upgrade.  In the event Buyer elects to pay for said upgrade, it will become the property of Seller.

8.4                                  Buyer anticipates that it will be able to recover LNG vapors from its LNG trailers upon their arrival at the LNG Plant for delivery.  Buyer and Seller will cooperate in developing a method of transferring such vapor to the LNG Plant and measuring the volume of LNG derived from such vapor recovery, for which volume Buyer shall receive a credit against Buyer’s payments to Seller under Article 15.1.

ARTICLE 9 SELLER’S SHUT DOWN

9.1                                  The LNG Plant is engineered to operate 345 Days per year. Seller will provide Buyer with at least one Month advance notice in writing of any planned Seller’s Shut Down in any Month.  Buyer will provide Seller with its preferred schedule for Delivery at the Delivery Point.  Buyer acknowledges that there will only be one (1) loading rack and scale at the LNG Plant and that it will thus not be possible to load multiple trucks simultaneously and agrees to take such fact into account in developing its LNG Delivery schedules. The Parties will cooperate to make the scheduled Seller’s Shut Downs coincide with times that are as convenient as practicable for Buyer.

9.2                                  In the event of an unscheduled Seller’s Shut Down due to mechanical problems, interruption in electricity supply or Natural Gas supply or any Force Majeure condition, Seller will immediately notify Buyer of the circumstances, and provide sufficient details to Buyer. Seller will keep Buyer promptly apprised of any change in status of Seller’s Shut Down.

9.3                                  In the event that for any reason, other than a Default by Buyer or Seller’s Shut Down not exceeding ten (10) Days, Seller is unable or unwilling to operate the LNG Plant, Buyer shall have the right, but not the obligation, to operate the LNG Plant as an independent contractor, until such time as Seller is able or willing, as the case may be, to operate the LNG Plant.  In such event, Buyer shall be entitled to reimbursement of its reasonable costs of operating the LNG Plant, which reimbursement shall be by way of offset against Buyer’s payments to Seller under Article 15.

ARTICLE 10 BUYER’S SHUT DOWN

10.1                            In the event that Buyer, for whatever reason(s), other than Force Majeure, elects not to take LNG from the Plant or to take less than Plant Capacity for a prolonged period, Buyer will give as much advance written notice to Seller as reasonably possible under the circumstances of its intention to discontinue taking LNG from the Plant or to take less than Plant Capacity, and the anticipated duration of discontinuance or reduction.  Buyer will be responsible for taking away any remaining LNG product stored at the Plant.  Under these circumstances Buyer shall be subject to its Take or Pay Monthly Quantity pursuant to Article 16 below.

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ARTICLE 11 PRICE

11.1                            Subject to all of the terms and conditions of this Sales Agreement, Buyer shall pay Seller the sum of (1) the Monthly Liquefaction Charge, (2) the Gas Cost of the natural gas purchased in accordance with Article 13, and (3) the Energy Charge to produce the LNG, as defined in Article 14.

ARTICLE 12 MONTHLY LIQUEFACTION CHARGE

12.1                            The initial liquefaction fee is [***] per Gallon of LNG Delivered to Buyer (the “Liquefaction Fee”).  The “Monthly Liquefaction Charge” shall mean the Liquefaction Fee times the number of Gallons delivered to Buyer during a Month.

12.2                            On January 1, 2009 and on January 1st of each subsequent year during the Term of this Sales Agreement (each, an “Adjustment Date”), the Liquefaction Fee shall be subject to an annual adjustment. The annual adjustment shall be equal to the percentage change, upward or downward, in [***] (the “Index”), during the one-year period ending on the applicable Adjustment Date; provided, however, in no event shall any such annual adjustment exceed [***] and in no event shall the Liquefaction Fee be less than the amount specified in Article 12.1. For example, the first such adjustment shall be effective as of January 1, 2009 based on the change in the Index from January 1, 2008 through January 1, 2009 as described above and subject to the foregoing limitations.

ARTICLE 13 GAS COST

13.1                            Seller shall make arrangements for the purchase of Feedstock Gas for the Plant. Seller will propose its preferred method of purchasing the Feedstock Gas to Buyer including, without limitation, how it will be priced and any other terms associated with acquiring the Feedstock Gas.  Buyer will be provided with a thirty (30) day period within which to object to the purchase method and propose an alternative.  In such event, the Parties shall negotiate in good faith to agree upon the Feedstock Gas purchase method to be implemented and used by Buyer that will provide the quantities of Feedstock Gas needed by Seller to satisfy its obligations under this Sales Agreement at the lowest total cost practicable.  In the absence of any objection and proposed alternative by Buyer within such 30-day period, Seller will execute the purchase arrangements proposed as Seller’s preferred method and Buyer will reimburse Seller for the cost of purchased Feedstock Gas.  In the event the parties cannot agree upon the purchase method, Buyer shall be responsible for obtaining at its sole cost and expense Feedstock Gas for the LNG Plant and for delivering the same thereto in sufficient quantities to allow Seller to satisfy its obligations under this Sales Agreement in accordance with and subject to Article 13.2 below.  Unless Buyer pays the supplier of the Feedstock Gas, the quantity of purchased Feedstock Gas for which Seller will be reimbursed will be determined by the weights from the scale readings used to calculate the LNG sales volume and shall exclude any Feedstock Gas that is lost or combusted in the LNG production process. The costs to be reimbursed shall include not only the cost for the volume of Feedstock Gas converted to LNG as described above, but also the transportation costs, metering and blending charges and all other costs associated with purchasing the Feedstock Gas and having it delivered to the LNG Plant (said cost of Feedstock Gas and such other costs collectively, the “Gas Cost”).  In the event of a Take or Pay situation based on a Buyer’s Shut Down, the Gas Cost will also include any penalty, take or pay charges, transportation charges and/or other fees or charges Seller has to pay for not taking the Feedstock Gas.

13.2                            In the event Buyer wishes to make its own arrangements for Natural Gas deliveries to the LNG Plant and pay directly for this Natural Gas supply, it shall provide Seller with no less than sixty (60) days prior written notice of its intent to do so.  As part of such notice, Buyer will propose to Seller its preferred method of purchasing the Gas, how it will be priced and delivered to the Plant, and any other terms associated with acquiring the Gas.  Seller will have a thirty (30) day period to object to the purchase method if it believes that the proposed arrangement will adversely affect its ability to perform its obligations under this Sales Agreement.  In such event,

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                                                the Parties shall negotiate in good faith to agree upon the Natural Gas purchase arrangement to be entered into by Buyer that will provide the quantities of Natural Gas needed by Seller to satisfy its obligations under this Sales Agreement.  In the absence of any objection by Seller within such 30-day period, Buyer shall execute the purchase arrangements proposed and give written notice to Seller of the date on which the new arrangement will be implemented so that Seller may cancel Seller’s existing purchase agreements.  Seller shall reimburse Buyer for any gas consumed in the LNG production process at a price not to exceed Buyer’s supply Gas Cost.  Any early termination penalties or other costs that Seller may incur due to its cancellation of gas purchase agreements or other arrangements and substitution of Buyer’s new arrangement will be reimbursed by Buyer within thirty (30) calendar days after Seller’s invoice(s) therefore. If Buyer elects to supply Natural Gas pursuant to this Article, Buyer will arrange for and pay directly for all transportation, metering and blending charges and other gas acquisition costs associated with said volume of Natural Gas, and Buyer will indemnify and hold Seller harmless from any and all claims, losses, liability, costs or expenses associated with the supply of Gas to the Plant unless attributed to the Seller or to a Force Majeure.  In the event of a Seller’s Shut Down, Seller will indemnify and hold Buyer harmless from any and all claims, losses, liability, costs or expenses associated with the supply of Gas to the Plant including any penalty, take or pay charges, transportation charges and/or other fees or charges Buyer has to pay for not taking the Natural Gas unless due to a Force Majeure event.

ARTICLE 14 ENERGY CHARGE

14.1                            In addition to the other charges payable by Buyer to Seller under this Sales Agreement, Buyer shall pay to Seller an Energy Charge on a monthly basis.  The method used to calculate the amount of the Energy Charge will be identical to the method used by Arizona Public Service Company (APS) as if APS had delivered the “Allowed Power” during the subject month.

14.2                            The Allowed Power has two components: (1) the quantity of power delivered measured in kilowatt hours (kwh), which will be calculated by multiplying the Gallons delivered in the subject month by [***] and (2) the monthly power demand as measured in kilowatts (kw), which shall be determined by multiplying [***] for the subject month by [***].  For the purposes of calculating the monthly power demand, Plant Capacity will not exceed 50,000 Gallons per day without Buyers prior written approval.

14.3                            The Energy Charge will be calculated by multiplying each of the respective Allowed Power components, as calculated in accordance with Article 14.2, by the applicable rates for Transmission Service contained in Arizona Public Service Company’s (APS) Rate Schedule [***], or as amended from time to time and approved by the Arizona Corporation Commission or its successor, and the Energy Charge will also include all other adjustments, assessments, charges and taxes that APS is required to charge its customers under the Transmission Service contained in its Rate Schedule [***] or, as amended from time to time and approved by the Arizona Corporation Commission or its successor..

14.4                            If APS changes its demand charge structures, then both Parties will negotiate a new Energy Charge in a manner that is consistent with Article 14.1.

ARTICLE 15 BILLING AND PAYMENT

15.1                            On or before the 15th day of each Month, Seller shall render to Buyer an invoice showing the number of Gallons of LNG delivered to Buyer at the Delivery Point during the preceding calendar Month and the amount due to Seller according to the measurement, terms, conditions and price herein provided. The invoice will separately identify and include the number of delivered Gallons, Take or Pay Gallons, if any, Monthly Liquefaction Charge, Gas Cost, Energy Charge for the previous Month, and Conditioning Fees, if any. In the case of the Energy Charge, information in the invoice will include the current published APS rates applicable to the respective month.  Buyer will provide Seller with the form Buyer desires Seller to use in generating the invoice prior to the start up of the LNG Plant.

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15.2                            In the event Buyer supplies the Natural Gas to the Plant in accordance with Article 13.2, Buyer  shall invoice Seller for the difference between what Buyer was charged for the Natural Gas and the quantity of Natural Gas condensed into LNG and Delivered for the subject month.  Seller shall pay the invoice in accordance with Article 15.4.

15.3                            Seller will install an enclosed, air conditioned room that will be close to the truck loading facility so that Buyer can install point of sale systems that will produce a bill of lading for each load of LNG Delivered.  Seller will provide scale weight indicators and data so Buyer may interface it with Buyer’s systems.  Seller will provide composition of the LNG to be loaded so Buyer’s system can also utilize this data.  Seller shall provide Buyer with loading controls such that Buyer’s system will have to authorize any and all Deliveries.  Buyer’s system will produce a duplicate bill of lading for each Delivery that will be kept by Seller at the LNG Plant for a period of 24 months.

15.4                            All invoices will be paid within thirty (30) calendar days of the invoice date by electronic funds transfer to invoicing Party’s bank account the amount as shown on the above mentioned invoice. In the event either Party disputes any portion of the amount on the invoice, said Party shall pay those amounts not in dispute and notify the other Party in writing of the details associated with the disputed amount no later than fifteen (15) days after the invoice date.

15.5                            In the event an error is discovered in the amount shown to be due in any invoice such error shall be adjusted without interest or penalty as soon as reasonably possible; provided, however, any invoice shall be final as to both Parties unless written notice of an error in such invoice is given by a Party to the other Party within one (1) year after payment therefore has been made. Such notice shall be effective when received by the Party to which such notice is sent.

15.6                            In the event a Party fails to pay all of the amount of any invoice, as set forth in Articles 15.1, 15.2, and 15.4 above, upon written notice from the invoicing Party to the other Party, the other Party shall have ten (10) days to cure the Default condition.  Upon the other Party’s failure to cure the Default condition, the invoicing Party shall have the right to (a) require payment in advance of each Delivery, or (b) withhold and set off payment of any amounts of monies due or owing by Seller to Buyer, whether in conjunction with this Sales Agreement or otherwise, against any and all amounts due or owing by Buyer to Seller under this Sales Agreement, or (c) suspend or discontinue services until such amount is paid, or (d) terminate this Sales Agreement. In addition, in the event an invoice is not paid within the time set forth in Article 15.4, the undisputed invoice balance will accrue a late fee of one percent (1%) of the undisputed balance for each month payment is late. The exercise by the invoicing Party of any of these options shall not preclude the invoicing Party from pursuing any other available remedy in equity or at law. The prevailing Party shall be entitled to claim recovery pursuant to Article 33.2.

15.7                            Seller and Buyer shall each preserve all records pertaining to this Sales Agreement, including all test and measurement data and charts, and all test equipment calibration records for a period of at least two (2) years, or longer as shall be required under law or regulation.  Each Party, or its designated representative shall have access to the books and records of the other Party upon reasonable notice during regular business hours to the extent such records are applicable to the quality, measurement, billing, pricing and quantities of LNG delivered hereunder.

ARTICLE 16 TAKE OR PAY

16.1                            It is recognized that (a) Seller is making a considerable financial investment in the capital cost of the LNG Plant and a financial return is required and Seller is relying solely on Buyer’s commitments and obligations under this Sales Agreement for such return and that Seller is granting an exclusive marketing arrangement to Buyer pursuant to this Sales Agreement; (b)

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                                                Seller would not undertake the cost of building the LNG Plant were it not for Buyer’s agreement as set forth herein to agree to purchase the entire Plant Capacity.&nb