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<br />FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT
<br />BETWEEN THE CITY OF PARIS, PARIS, TEXAS,
<br />AND LAMAR POWER PARTNERS, LP,
<br />FORMERLY PANDA PARIS POWER, L.P.
<br />DATED FEBRUARY 18,1999
<br />
<br />STATE OF TEXAS
<br />
<br />)
<br />)
<br />)
<br />
<br />KNOW ALL MEN BY THESE PRESENTS:
<br />
<br />COUNTY OF LAMAR
<br />
<br />That this First Amendment to Tax Abatement Agreement is made this 4th day of October,
<br />
<br />2001, by and between the CITY OF PARIS, PARIS, TEXAS, acting by and through its Mayor,
<br />
<br />Michael J. Pfiester, duly authorized, hereinafter called CITY, and LAMAR POWER PARTNERS,
<br />
<br />LP, formerly Panda Paris Power, L.P., acting by and through its authorized officer whose
<br />
<br />signature appears below, hereinafter called OWNER.
<br />
<br />RECITALS
<br />
<br />WHEREAS, the City Council of the City of Paris did heretofore, on the 8th day of June,
<br />1998, in Resolution No. 98-079, authorize the execution, delivery, and performance of an
<br />agreement with Panda Paris Power, L. L. C., pursuant to the Property Redevelopment and Tax
<br />Abatement Act, V.T.C.A., Tax Code Sec. 312.001, et seq. ("Act"), and the Guidelines and
<br />Criteria for Designation of Reinvestment Zones and Tax Abatement Agreements (" Guidelines"),
<br />to exempt a portion of the value of the property owned by Panda Paris Power, L. L. C. located in
<br />Reinvestment Zone 1998-1 from ad valorem taxation upon and subject to the terms, conditions,
<br />and provisions set forth in the Tax Abatement Agreement, dated effective as of January 1, 1999;
<br />and,
<br />
<br />WHEREAS, in order to assist Panda Paris Power, L.L.c., then known as Panda Paris I,
<br />L.L.C., in effectuating its contractual relationship with the affiliated legal entity which owned the
<br />project and the project assets and which was not in existence previously, same being Panda Paris
<br />Power, L.P., the City Council of the City of Paris did heretofore, on February 18, 1999, in
<br />Resolution No. 99-025, authorize the execution of a new Tax Abatement Agreement with Panda
<br />Paris Power L.P. that was identical in form to the previous abatement agreement and which
<br />replaced said previous agreement; and,
<br />
<br />EXIDBIT A
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