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<br />W ATER SUPPLY AGREEMENT
<br />
<br />THIS WATER SUPPLY AGREEMENT (this "Agreement"), dated as of this 16th day of September, 1998,
<br />is by and between the City of Paris, Paris, Texas, a home-rule municipality (the "City"), and Panda Paris Power,
<br />L.P., a Delaware limited partnership ("Panda").
<br />
<br />ARTICLE I
<br />DEFINED TERMS AND INTERPRET A TION
<br />
<br />Section 1.01. Defined Terms. As used in this Agreement, including the schedules and other attachments
<br />hereto, each term with its initial letter capitalized and not otherwise defined shall have the meaning assigned to such term
<br />as set forth below:
<br />o "Affiliate" shall mean, in relation to any Person, any Person: (i) which directly or indirectly
<br />controls, or is controlled by, or is under common control with, such other Person; or (ii) which directly or indirectly
<br />beneficially owns or holds fifty percent (50%) or more of any class of voting stock of such other Person; or (iii)
<br />which has fifty percent (50%) or more of any class of voting stock that is directly or indirectly beneficially owned or
<br />held by such other Person; or (iv) who either holds a general partnership interest in such other Person or such other
<br />Person holds a general partnership interest in the Person.
<br />
<br />o "Approvals" shall mean any and all permits, clearances, licenses, visas, authorizations, consents,
<br />decrees, waivers, privileges, filings, exemptions or approvals of any Person or any federal, state, city, county, local
<br />or regional authorities, departments, bodies, commissions, corporations, branches, agencies, courts, tribunals,
<br />judicial authorities, legislative bodies, administrative bodies or regulatory bodies.
<br />
<br />o "Base Delivery Amount" shall have the meaning set forth in Section 7.01 hereof.
<br />
<br />o "Commercial Operations Date" shall mean the date that the Plant commences commercial operations
<br />as stated in a written notice from Panda to the City.
<br />
<br />o "Cost of Service" shall have the meaning set forth in Section 7.01 hereof.
<br />o "Day" shall mean a twenty-four (24) hour period commencing at 12:00 midnight, Paris, Texas time.
<br />
<br />o "Facilities" shall mean the Water Supply Facilities.
<br />
<br />o "Financial Closing" shall mean the date on which financing (debt and/or equity) sufficient to complete
<br />construction of the Plant has been obtained and the first draw thereunder has been made.
<br />
<br />o "Financing Persons" shall mean the lenders, security holders, investors, equity providers and others
<br />providing financing or refmancing to or on behalf of Panda, for the development, construction, ownership, operation and
<br />maintenance ofthe Plant or any portion thereof, or any trustee or agent acting on behalf of any of the foregoing.
<br />
<br />o "Force Majeure Events" shall mean all events and occurrences which (i) arise after the date hereof, (ii)
<br />are beyond the reasonable control of the Party claiming Force Majeure, (iii) are unforeseen, unavoidable or
<br />insurmountable, and (iv) prevent total or partial performance by any Party of this Agreement. Such events shall include,
<br />without limitation, earthquakes, typhoons, flood, fire, lightning, political disturbances, war and other events that are
<br />generally accepted as Force Majeure Events in commercial practice; such events specifically shall exclude any labor
<br />strikes, work stoppages or similar labor action.
<br />
<br />o "Invoice" shall have the meaning set forth in Section 7.0l
<br />o "Meters" shall mean the meters installed as part of the Facilities as set forth in this Agreement.
<br />
<br />o "Operations Fee" shall have the meaning set forth in Section 7.01 hereof.
<br />
<br />o "Party" shall mean a party to this Agreement and its successor and permitted assigns.
<br />
<br />o "PEDC" shall mean the Paris Economic Development Corporation.
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