EXHIBIT 10.53
COGENERATION ENERGY SUPPLY AGREEMENT
BETWEEN
PANDA ENERGY CORPORATION
AND
THE XXXX COMPANY
January l1, 1989
INDEX
Page
Section 1 - Definitions 1
Section 2 - The Facility 2
Section 3 - Purchase Obligation 4
Section 4 - Term of Agreement 4
Section 5 - Purchase Prices 4
Section 6 - Payment 5
Section 7 - Commencement of Operations 5
Section 8 - Options at Conclusion of Term 5
Section 9 - Lease of Land 7
Section 10 - Insurance and Indemnification 8
Section 11 - Force Majeure 10
Section 12 - Performance Conditions 10
Section 13 - Default 10
Section 14 - Remedies 11
Section 15 - Supplier's Representations and Warranties 12
Section 16 - Purchaser's Representations and Warranties 13
Section 17 - Maintenance and Modification of the FACILITY 13
Section 18 - Taxes, Governmental Charges and Utilities 13
Section 19 - Applicable Law 14
Section 20 - Standby Steam and Chilled Water 14
Section 21 - Miscellaneous 15
Section 22 - Conclusion of Operations 16
Exhibit A - Real Property Lease 18
COGENERATION ENERGY SUPPLY AGREEMENT
This Cogeneration Energy Supply Agreement (the AGREEMENT"
hereinafter) is entered effective January 12, 1989 by and
between PANDA ENERGY CORPORATION ("SUPPLIER" hereinafter)' a
Texas Corporation and THE XXXX COMPANY ("PURCHASER"
hereinafter), a Georgia Corporation.
W I T N E S S E T H:
WHEREAS, SUPPLIER is in the business of constructing and
operating cogeneration facilities for the production of steam and
chilled water; and
WHEREAS, PURCHASER is a consumer of steam and chilled water; and
WHEREAS, SUPPLIER desires to construct a cogeneration facility on
property belonging to PURCHASER, and PURCHASER desires to
purchase steam and chilled water produced in said facility.
NOW THEREFORE, in consideration of the foregoing and of the
premises hereinafter set forth, the parties hereto agree as
follows:
Section 1 - Definitions.
1.01 "FACILITY" means the cogeneration facility to be constructed
by SUPPLIER pursuant to this Agreement. The FACILITY is
described in Section "2" below.
1.02 "Leased Site" means the tract of land (identified in Exhibit
"B" hereto), leased by SUPPLIER from PURCHASER, upon which
the bulk of the FACILITY will be built (as provided in
"2.07" below).
1.03 "Lease" means that certain Lease Agreement described in
Section "9" below (and attached hereto as Exhibit "A") which
will be executed pursuant to this AGREEMENT.
1.04 "Completion Date" means the date upon which the FACILITY
becomes operational and upon which regular deliveries of
steam and chilled water to PURCHASER commence.
1.05 "Plant" means all facilities belonging to or operated by
PURCHASER at the Xxxxxxxx Complex in Roanoke Rapids, North
Carolina.
Section 2 - The Facility.
2.01 SUPPLIER will design, construct and operate the FACILITY at
its sole expense. The FACILITY shall include, without
limitation, the following:
(a) Such buildings, fixtures and equipment as shall be
necessary for the purpose of generating the quantities
of steam and chilled water specified in Section "2.06"
hereof.
(b) Such steam and condensate-return pipes as shall be
required to deliver steam from the FACILITY to and from
the existing Xxxxxxxx Plant boiler room.
(c) Such chilled water delivery pipes as shall be required
to deliver chilled water to and from the existing
Xxxxxxxx Plant boiler room.
PURCHASER will not be responsible for the funding of said
design, construction or operation.
2.02 The FACILITY will be designed and constructed to meet and to
comply with all of the following requirements and limits.
(a) To meet the qualifying requirements established as of
the effective date of this Agreement by Federal Energy
Regulatory Commission ("FERC") Rules (18 Code of
Federal Regulations 292) implemented by the Public
Utility Regulatory Policies Act of 1978.
(b) To comply with all other requirements of Federal, State
and local governmental agencies established and imposed
by law.
2.03 PURCHASER shall have the right to approve the design of the
following:
(a) All interfaces and interconnections between the
FACILITY and the Plant.
(b) External architecture of the FACULTY.
(c) Fire and security systems.
Said approvals will not be unreasonably withheld. PURCHASER
shall not have the right to otherwise approve the design,
construction or operation of the FACILITY.
2.04 SUPPLIER will own the FACILITY.
2.05 The FACILITY will be fueled by natural gas (with diesel fuel
backup). SUPPLIER will provide its own backup fuel tanks
and shall be responsible for complying with all Federal,
State and Local regulations concerning said tanks.
2.06 SUPPLIER warrants that the FACILITY will have the capacity
to provide PURCHASER at least the following minimum
quantities of steam and chilled water during the following
periods:
(a) An annual average of sixty-five thousand (65,000)
pounds of steam per hour at 150 psi.
(b) Up to two thousand (2,000) tons of chilled water for
eight thousand (8000) hours per year.
SUPPLIER further warrants that it will continuously staff
and operate the FACILITY (or will cause it to be so staffed
and operated) so that it will, in fact, provide the minimum
quantities of steam and chilled water specified above on a
non-interrupted basis. Deliveries of quantities in excess
of the foregoing will not be required hereunder.
2.07 The FACILITY will be built on the Leased Site except for
delivery lines and pipes or other equipment which design
requirements dictate be installed elsewhere at the Plant.
Section 3 - Purchase Obligation.
3.01 PURCHASER will purchase all steam and chilled water which it
consumes at the Xxxxxxxx Complex (which SUPPLIER can and
will supply) from SUPPLIER. This requirement is not
intended as a warranty of the continued consumption of any
particular quantity of steam or of chilled water.
3.02 Notwithstanding Section 3.01 above, PURCHASER may purchase
any quantity of steam or chilled water which SUPPLIER is
unable or fails to supply (or otherwise does not supply)
from other suppliers or sources, including itself.
Section 4 - Term of Agreement.
4.01 This Agreement shall become effective upon the execution
hereof by both parties. It shall remain in effect for a
twenty-five- (25) year period after the Completion Date.
The parties may exchange a memorandum memorializing the
Completion Date.
Section 5 - Purchase Prices.
5.01 PURCHASER will pay the following fixed prices for each 1,000
lbs. of steam at 150 psi:
Delivery Period Quantity Price
Twenty-Five (25) Years First 45 000 Pounds $1.00
Twenty-Five (25) Years All Steam Over $2.50
45,000 Pounds
5.02 PURCHASER will pay the following fixed prices per ton hour
for chilled water:
Period of Deliveries Price
During First Five (5) Years 3. 0 cents
During Next Five (5) Years 3. 5 cents
During Next Five (5) Years 4. 0 cents
During Next Five (5) Years 4. 5 cents
During Last Five (5) Years 5. 0 cents
Section 6 - Payment.
6.01 The purchase prices paid pursuant to "5" above shall be
paid in calendar month increments within fifteen (15) days
after receipt of an invoice from SUPPLIER. Payment shall be
required for the actual quantity of steam and chilled water
delivered during the prior month. Interest equal to the
prime rate at M-Bank, Dallas plus two percent shall be paid
on all late payments together with (and in addition to) all
costs incurred in collecting or in attempting to collect
late payments. If any payment is not so received within
fifteen (15) days after receipt of an invoice, SUPPLIER
shall have the additional remedy of terminating deliveries
of steam and chilled water to PURCHASER until payment is
received. If payment of any part of an invoice is withheld
by PURCHASER due to a dispute or question regarding the
amount of such invoice, SUPPLER shall not terminate
deliveries of steam or chilled water so long as payment for
any undisputed or unquestioned portion of said invoice has
not been withheld. Any such dispute or question may, at the
option of either Party, be resolved under the rules of the
American Arbitration Association if it is not otherwise
resolved by the Parties.
Section 7 - Commencement of Operations.
7.01 The FACILITY will be operational and regular deliveries
of steam and chilled water will commence within thirty-six
(36) months after the effective date of this Agreement.
Section 8 - Options At Conclusion Of Term.
8.01 PURCHASER shall have the OPTION, effective at the end of the
original twenty-five (25) year term, to do ONE of the
following (or to require SUPPLER to do so):
(a) TO NEGOTIATE a ten- (10) year extension to the term
hereof (as described in "8.02" below).
(b) TO PURCHASE the FACILITY (as described in "8.03"
below).
(c) To enforce the original termination date.
8.02 The ten (10) year extension option will be exercisable and
shall operate as follows:
(a) PURCHASER shall give SUPPLIER written notice at least
two (2) years prior to expiration of the original term
if said option is to be exercised (notice may not be
given thereafter).
(b) All provisions of this Agreement shall remain in
effect.
(c) The lease term (described in "9.02" below) shall be
extended for an additional ten (10) years.
(d) Purchase prices for steam and chilled water for the
extended term will be negotiated and an extension
Amendment (to this AGREEMENT) will be executed at least
twelve (12) months prior to expiration of the original
term.
(e) The extension of the original year term will not be
made without the Agreement of both parties.
8.03 The Purchase Option shall be exercisable and shall operate
as follows:
(a) PURCHASER shall give SUPPLIER written notice of its
exercise of the purchase option as follows:
(i) At least twenty-four (24) months prior to
expiration of the original term if the extension
option has not been exercised as provided in
"8.02(a)" above.
(ii) At least fourteen (14) months prior to expiration
of the original term if the extension option is
exercised and if the Parties have not yet executed
an extension Amendment as provided in "8.02(d)
above. Notice of exercise may not be exercised
after the foregoing times.
(b) The purchase price for the FACILITY shall be fair
market value. Fair market value shall:
(i) Be determined as if SUPPLIER owned the Leased Site
but shall exclude the value of the Leased Site.
(ii) Include the value of the FACILITY and of all
improvements made by SUPPLIER on or off of the
Leased Site.
(c) Fair market value (i.e. the purchase price) shall be
determined by the following methods, applied and
attempted in the following sequence.
(i) By negotiation between the Parties.
(ii) By arbitration, administered in accordance with
the rules and practices of the American
Arbitration Association in the Plant locality.
Arbitration will be resorted to if the purchase
price has not been determined by negotiation at
least twelve (12) months prior to expiration of
the original term.
(d) Any purchase by Xxxx must be approved by Virginia
Electric & Power Company.
Section 9 - Lease of Land.
9.01 PURCHASER will lease a sufficient tract of real property
(the "Leased Site") to SUPPLIER for the construction of the
FACILITY. Said Leased Site will be located in the area
identified in Exhibit "B" hereto. The rental (to be paid by
SUPPLIER to PURCHASER) will be in the amount of one ($1.00)
dollar per year, payable each January 1 throughout the term
of the Lease. Rent may be prepaid.
9.02 The TERM of the Lease will start with identification and
approval (by both Parties) of the tract and will terminate
twenty-five (25) years after the Completion Date of the
FACILITY. If PURCHASER exercises the option described in
Section "8.02" above (to extend the term of this AGREEMENT),
the term of the Lease shall be extended for a like period.
9.03 SUPPLIER, (including without limitation its agents,
representatives and subcontractors), shall have the RIGHT OF
INGRESS and EGRESS on and across property belonging to (or
controlled by) PURCHASER during the term of the Lease, to
the extent necessary to construct, operate and maintain the
FACILITY and all interconnection facilities to deliver steam
and chilled water to PURCHASER.
9.04 (a) The Lease shall be essentially identical the form
of Lease attached to this Agreement as Exhibit "A."
(b) SUPPLIER and PURCHASER shall execute the Lease within
six (6) months after the effective date of this
Agreement and shall cause the same to be duly recorded
in such manner as shall establish the leasehold
interest of SUPPLIER in the Leased Site.
Section 10 - Insurance and Indemnification.
10.01 Each Party as indemnitor shall save harmless and
indemnify the other Party and the directors, officers, and
employees of such other Party against and from any and all
loss and liability for injuries to persons (including
employees of either Party), and property damages (including,
without limitation, property of either party) resulting from
or arising out of; (i) the engineering, design,
construction, maintenance, or operation of, or (ii) the
making of replacements, additions or betterments to, the
indemnitor's facilities. Neither Party shall be indemnified
hereunder to the extent its liability or loss results from
its negligence or willful misconduct. The indemnitor shall,
if requested by the other Party, defend any suit asserting a
claim covered by this indemnity and shall pay all costs,
(including, without limitation, reasonable attorney fees)
that may be incurred in enforcing this indemnity
10.02 SUPPLIER shall furnish PURCHASER a certificate of
WORKMEN'S COMPENSATION indicating compliance with the Labor
Code of the State of North Carolina, including Employer's
Liability insurance with a minimum of $2,000,000 basic
coverage or excess umbrella for injury or death of any
person. This certificate shall provide for 30 days' written
notice to PURCHASER prior to cancellation, termination,
alteration, or material change of such insurance.
10.03 (a) SUPPLIER shall maintain during the term hereof,
comprehensive General Liability and Comprehensive
Automobile Liability of not less than $3,000,000 single
or combined limit or equivalent for bodily injury,
personal injury, and property damage as the result of
any one occurrence.
(b) SUPPLIER shall also maintain during the term hereof,
comprehensive General Liability which shall include
coverage for Premises-Operations, Owners and
Contractors Protective, Products/Completed Operations
Hazard, Explosion, Collapse, Underground, Contractual
Liability, and Broad Form Property Damage including
Completed Operations. Comprehensive Automobile
Liability shall include coverage for Owned, Hired, and
Non-Owned Automobile.
10.04 (a) Evidence of coverage described in "10.02" and
"10.03" above shall state that coverage provided is
primary and is not excess to or contributing with any
insurance or self-insurance maintained by PURCHASER.
(b) PURCHASER shall have the right to inspect or obtain a
copy of the original policy(ies)) of insurance.
(c) SUPPLIER shall furnish the required certificates and
endorsements to PURCHASER prior to the date
construction of the FACILITY begins. Said certificates
and endorsements (and any subsequent endorsements,
alternations or cancellations) shall be mailed to
PRODUCER addressed as required by Section "20.05"
below.
Section 11 - Force Majeure.
11.01 All obligations of the parties to this Agreement
(except for the payment of money for steam, and chilled
water which has been delivered) shall be suspended while and
for so long as compliance is prevented in whole or in part
by an act of God, strike, lockout, war, civil disturbance,
explosion, breakage, accident to machinery, failure of
natural gas supply, or the failure or refusal of a pipeline
to transport natural gas, Federal or State or Local law,
inability to secure materials or approvals or licenses,
binding order of a Court or Governmental Agency, or any
other cause beyond the reasonable control of SUPPLIER or
PURCHASER.
Section 12 - Performance Conditions.
12.01 SUPPLIER shall complete each of the following within
one year after the effective date of this Agreement and
shall provide evidence thereof to PURCHASER.
(a) Obtain a commitment for project financing.
(b) Determine that the FACILITY and all associated
equipment and interconnections will meet all State and
Federal Environmental Regulations.
(c) Prepare a natural gas transportation plan.
(d) Identify carriers and provide a schedule for the
furnishing of required insurance and bonds. Required
insurance and bonds will be obtained in a timely manner
(as required by this AGREEMENT) whether before or after
said one-year period.
The foregoing information will be written and may be
furnished from time to time in one or more increments.
Section 13 - Default.
13.01 SUPPLIER shall, without limitation, be considered in
default under this Agreement (i) if it has not consummated a
Power Purchase Agreement with North Carolina Power Company
on or before March 1, 1989 to sell electricity produced in
the FACILITY; or (ii) if said Power Purchase Agreement is
terminated prior to the commencement of construction of the
FACILITY; or (iii) if the conditions enumerated in Section
12.01 above are not complied with within eighteen (18)
months after the effective date hereof; or (iv) if it fails
to commence construction of the FACILITY within eighteen
(18) months after the effective date hereof; or (v) if it
shall fail to proceed with the due diligence to cause the
FACILITY to be constructed; or (vi) if the FACILITY does not
become operational within forty-two (42) months after the
effective date of this Agreement; or (vii) if SUPPLIER is
unable or fails to supply steam or chilled water to
PURCHASER as a consequence of SUPPLIER's failure to comply
with the requirement of Section 2.06 above; or (viii) it
shall apply for or consent to the appointment of a receiver,
custodian, trustee or liquidator, become unable to pay debts
as such become due, make a general assignment for the
benefit of creditors, or commence a voluntary case under the
Bankruptcy Code; or (ix) if a final order for relief is
granted against it in an involuntary bankruptcy proceeding;
or (x) if it fails to perform or to meet any other
requirement or condition of this AGREEMENT.
13.02 PURCHASER shall, without limitation, be considered in
default under this contract if it shall (i) fail to pay sums
due hereunder; or it (ii) shall apply for or consent to the
appointment of a receiver, custodian, trustee or liquidator,
become unable to pay debts as such become due, make a
general assignment for the benefit of creditors, or commence
a voluntary case under the Bankruptcy Code; or (iii) if a
final order for relief is granted against it in an
involuntary bankruptcy proceeding; or (iv) if it fails to
perform or to meet any other requirement or condition of
this AGREEMENT.
Section 14 - Remedies.
14.01 Whenever an event of default occurs, the party not in
default shall have the right to seek every remedy and to
take every action which is allowed by the terms of this
AGREEMENT or which is otherwise available at law or in
equity.
14.02 In addition to any other remedies provided by law,
PURCHASER shall have the right, upon written notice of
thirty (30) days or longer, to terminate this Agreement upon
an event of default of any of the types specified in
Sections 13.01(i) through 13.01(vii) above. PURCHASER shall
have a similar right to terminate this Agreement, upon
written notice which can be effective immediately or at any
specified subsequent time, for a default of any of the types
specified in Sections 13.01(viii) or 13.01(ix) above.
14.03 In addition to all other remedies provided by law,
SUPPLIER shall have the right, upon written notice of thirty
(30) days or longer, to terminate this Agreement upon an
event of default of the type specified in Section 13.02(i)
above. SUPPLIER shall have a similar right to terminate
this Agreement, upon written notice which can be effective
immediately or at any subsequent time, for a default of any
of the types specified in Sections 13.02(ii) or 13.02(iii)
above.
14.04 Any notice of termination given pursuant to Section
14.02 or Section 14.03 above shall be withdrawn (and the
AGREEMENT shall not be terminated) if the default in
question is corrected within the prescribed notice period.
14.05 This AGREEMENT may not otherwise be terminated except
as determined by a court of competent jurisdiction for
material breach.
Section 15 - SUPPLIER's Representations and Warranties.
15.01 SUPPLIER has been duly incorporated, and is in good
standing as a corporation under the laws of the State of
Texas. SUPPLIER will qualify to do business in North
Carolina as required by the laws of North Carolina.
15.02 SUPPLIER has all requisite corporate power and
authority to enter this AGREEMENT, and to perform the
obligations on its part herein contained.
15.03 There is no litigation or proceeding pending or, to its
knowledge, threatened against SUPPLIER (otherwise than as
expressly disclosed in writing to PURCHASER) that would, if
determined adversely to SUPPLIER have a material adverse
effect on the ability of SUPPLIER to enter or to perform
this AGREEMENT.
15.04 The execution and performance by SUPPLER of its
obligations hereunder will not result in the breach of any
agreement or instrument to which SUPPLIER is a party or in
the violation of any order, rule or regulation of any court
or governmental body having jurisdiction over SUPPLIER.
Section 16 - PURCHASER's Representations and Warranties.
16.01 PURCHASER has been duly incorporated, and is in good
standing as a corporation under the laws of the State of
Georgia.
16.02 PURCHASER has all requisite corporate power and
authority to enter this AGREEMENT and to perform the
obligations on its part herein contained.
16.03 There is no litigation or proceeding pending or, to its
knowledge, threatened against PURCHASER (otherwise than as
expressly disclosed in writing to SUPPLIER) that would, if
determined adversely to PURCHASER have a material adverse
effect on the ability of PURCHASER to enter or to perform
this AGREEMENT.
16.04 The execution and performance by PURCHASER of its
obligations hereunder and will not result in a breach of any
agreement or instrument to which PURCHASER is a party or in
the violation of any order, rule or regulation of any court
or governmental body having jurisdiction over PURCHASER.
Section 17 - Maintenance and Modification of the FACILITY.
17.01 SUPPLIER shall keep the FACILITY (except for those
parts to which it does not retain title) in good repair and
operating condition, and shall make all necessary repairs
and replacements thereto.
17.02 SUPPLIER may make any additions to, expansion of,
modifications of or improvements to the FACILITY which it
deems appropriate in at its sole discretion and cost subject
only to Purchaser's approval rights described above.
17.03 Except as otherwise provided for in Section 20 of this
AGREEMENT, PURCHASER will be responsible for maintaining all
equipment not installed on the Leased Site.
Section 18 - Taxes, Governmental Charges and Utilities.
18.01 SUPPLIER shall pay (i) all taxes and governmental
charges with respect to its interest in the FACILITY; (ii)
all utility charges incurred with respect to the FACILITY;
and (iii) all assessments and charges made by any
governmental body for public improvements that may be
secured by a lien or charge on the FACILITY.
Section 19 - Applicable law.
19.01 This Agreement shall be performable in the State of
North Carolina.
Section 20 - Standby Steam And Chilled Water.
20.01 SUPPLIER will maintain (at its sole expense) and will
be permitted to use PURCHASER's existing boilers and related
equipment (pumps, condensers, fans, instrumentation, etc.)
at the Xxxxxxxx Complex during the term of this Agreement to
provide a backup source for steam. Said maintenance shall
include preparation of the boiler and related equipment for
the required annual State inspection, maintenance of an
appropriate chemical charge in the boiler, the periodic
running of pumps and fans, and similar actions to prevent
abnormal deterioration. SUPPLIER shall not be required to
rebuild, refurbish, replace or to otherwise perform
overhauls or major maintenance on said equipment.
20.02 PURCHASER will maintain (at its sole expense) its
existing chillers and related equipment at the Xxxxxxxx
Complex to provide a backup source for chilled water during
the term of this Agreement. PURCHASER shall (as part of
said maintenance process and notwithstanding the
requirements of Section 3 of this Agreement) be permitted to
operate said chillers to the extent necessary to so maintain
them (estimated to be two or three hours per week).
20.03 If SUPPLIER elects to use said chillers to provide
backup chilled water, the operating costs thereof during the
period so used shall be paid by SUPPLIER.
20.04 Nothing contained herein shall modify the obligation of
SUPPLIER to supply the required quantity of steam and/or
chilled water. If SUPPLIER cannot supply the required
quantity of steam and/or chilled water from the FACILITY,
SUPPLIER shall immediately supply such steam and/or chilled
water by using PURCHASER's boilers and/or chillers, with the
cost of such operation to be paid by SUPPLIER.
20.05 Should SUPPLIER, at any time, fail to supply the
required quantity of steam and/or chilled water, PURCHASER
shall have the right to operate PURCHASER's said boilers
and/or chillers to provide said steam and/or chilled water
and the cost of such operation shall be paid by SUPPLIER.
Section 21- Miscellaneous.
21.01 SUPPLIER will, at its expense, install and connect
water and steam lines sufficient to effect deliveries of
steam, and chilled water to PURCHASER. PURCHASER will
perform any conversions and internal connections within
existing buildings, at its sole expense (per final design
drawings).
21.02 SUPPLIER's obligations hereunder are conditioned (i)
upon the successful negotiations of contracts for the sales
and transmission of electricity produced by said FACILITY;
(ii) upon the negotiation of agreements for the natural gas
to the FACILITY, and (iii) upon obtaining financing
sufficient to construct the FACILITY.
21.03 PURCHASER's obligations to purchase steam and chilled
water are irrevocable. This Agreement may not be terminated
by either party during the twenty-five- (25) year term
hereof except as provided herein.
21.04 Should the Plant be sold or leased to a third party at
any time during the term hereof and should the operation of
the Plant (after such sale) require the consumption of steam
and/or chilled water, PURCHASER shall (subject to SUPPLIER's
approval) require the purchaser or lessee thereof to assume
the obligations of this AGREEMENT.
21.05 All notices, approvals, consents, requests and other
communications hereunder shall be in writing and shall be
deemed to have been given when delivered to the other party
by registered, certified or express mail, return receipt
requested, postage prepaid, addressed as follows:
If to SUPPLIER: Panda Energy Corporation
0000 Xxxxxx Xxxxxx Xx.
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: President
if to PURCHASER: Director of Operations
The Xxxx Company
Xxxxx Products Division
X.X. Xxx 0000
Xxxxxxx Xxxxxx, XX 00000
21.06 All amendments to this AGREEMENT must be written and
must be signed by both Parties hereto.
21.07 If any provision of this AGREEMENT shall be found to be
invalid by any court of competent jurisdiction, such finding
shall not invalidate any other provision hereof.
21.08 This AGREEMENT shall inure to the benefit of and shall
be binding upon the parties hereto and their respective
successors and assigns, in accordance with the terms hereof.
Either party hereto and may assign its rights hereunder without
approval but may not delegate its obligations without the
express written approval of the other party.
21.09 Nothing herein shall be construed as requiring
PURCHASER to maintain any minimum level of business activity
or any minimum level of energy consumption at the Plant.
Section 22 - Conclusion of Operations.
22.01 SUPPLIER shall at the conclusion of the term (original
or extended) hereof, close the FACILITY and restore the
leased tract. A period of eighteen (18) additional months
shall be granted SUPPLIER, at no cost, to remove its
equipment and to restore said tract to a reasonably
acceptable state.
EXECUTED effective the 12th day of January , 1989.
SUPPLIER PURCHASER
By:_____________________________ By:_____________________________
Xxxx X. xxx Xxxxxxxxxx President
President
STATE OF TEXAS
COUNTY OF DALLAS
Executed and acknowledged by Xxxx X. xxx Xxxxxxxxxx as the act
and deed of PANDA ENERGY CORPORATION before the undersigned
Notary Public this 13th day of January, 1989 to certify which
witness my hand and seal of office.
Xxxxx Xxxxxxxx
Notary Public in and for
Dallas County, Texas
My Commission Expires:
8-7-92
STATE OF GEORGIA
COUNTY OF XXXX
Executed and acknowledged by Xxxx X. Xxxxx as the act and deed of
The Xxxx Company, before the undersigned Notary Public this 12th
day of January, 1989 to certify which witness my hand and seal of
office.
Xxx X. Xxxxx
Notary Public in and for Xxxx
County Georgia
My Commission Expires:
3-3-92
