{"id":42675,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/power-purchase-and-sale-contract-jiaozuo-wan-fang-power-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"power-purchase-and-sale-contract-jiaozuo-wan-fang-power-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/power-purchase-and-sale-contract-jiaozuo-wan-fang-power-co.html","title":{"rendered":"Power Purchase and Sale Contract &#8211; Jiaozuo Wan Fang Power Co. Ltd. and Jiaozuo Aluminum Mill"},"content":{"rendered":"<pre>\n                        POWER PURCHASE AND SALE CONTRACT\n\n\n\n\n                                     BETWEEN\n\n\n\n                     JIAOZUO WAN FANG POWER COMPANY LIMITED\n\n\n                                       AND\n\n\n                              JIAOZUO ALUMINUM MILL\n\n\n\n\n\n\n\n\n                           Dated as of April 26, 1996\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                   \n\nSECTION 1.    DEFINITIONS AND EXPLANATION OF TERMS.\n\nSECTION 2.    TERM OF CONTRACT\n\nSECTION 3.    CONDITIONS TO OBLIGATIONS\n\nSECTION 4.    SALE AND PURCHASE\n\nSECTION 5.    OPERATION AND MAINTENANCE\n\nSECTION 6.    OUTAGES\n\nSECTION 7.    EMERGENCIES\n\nSECTION 8.    INTERCONNECTION\n\nSECTION 9.    MEASUREMENT OF ELECTRIC ENERGY\n\nSECTION 10.   CHANGE IN LAW\n\nSECTION 11.   METHOD OF PAYMENT\n\nSECTION 12.   FORCE MAJEURE\n\nSECTION 13.   EVENTS OF DEFAULT.\n\nSECTION 14.   WAIVER\n\nSECTION 15.   CONCILIATION AND ARBITRATION\n\nSECTION 16.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS\n\nSECTION 17.   LIABILITY OF PARTIES\n\nSECTION 18.   ASSIGNMENT\n\nSECTION 19.   AMENDMENT OF CONTRACT\n\nSECTION 20.   LANGUAGE\n\nSECTION 21.   NOTICES\n\nSECTION 22.   APPLICABLE LAW\n\nSECTION 23.   SEVERABILITY\n                                      (i)\n\nSECTION 24.   ENTIRE AGREEMENT\n\nSECTION 25.   NO THIRD PARTY BENEFICIARIES\n\nSECTION 26.   CONSTRUCTION\n\n\n\nAPPENDIX A    PRICING\n\nAPPENDIX B    POINTS OF INTERCONNECTION\n\nAPPENDIX C    TECHNICAL LIMITS\n\nAPPENDIX D    CAPACITY TEST PROCEDURES\n\n\n                                      (ii)\n\n\n          This Power  Purchase and Sale Contract  (this  'Contract')  is entered\n into as of April 26, 1996, by and between JIAOZUO  ALUMINUM MILL  ('Purchaser')\n and JIAOZUO WAN FANG POWER COMPANY LIMITED ('Seller').\n\n\n                                    RECITALS\n\n          A. Seller  intends to construct,  finance,  own,  manage,  operate and\n maintain a  coal-fired  electric  generating  facility to be located in Jiaozuo\n City, Henan Province, China, consisting of two 125 megawatt coal-fired electric\n generating units.\n\n          B. Seller wishes to make  available and sell and Purchaser  desires to\n receive and purchase electricity from the Facility.\n\n          C. In  consideration  of the premises and of the mutual  covenants and\n agreements set forth herein, the parties hereto, intending to be legally bound,\n hereby agree as follows:\n\n\n                                    AGREEMENT\n\n\n                                    SECTION 1\n\n                      DEFINITIONS AND EXPLANATION OF TERMS\n\n          As  used in this  Contract  (including  the  Appendices  hereto),  the\n following  capitalized  terms (in the English  version  hereof) and  underlined\n terms (in the Chinese version hereof) shall have the meanings set forth below.\n\n          'Bankruptcy'  means,  with  respect  to a party,  (i) a party  makes a\n general  assignment  for the benefit of its  creditors;  (ii) a party takes any\n action for its winding-up or liquidation or for the  appointment of a receiver,\n trustee or similar officer of it or of any of its revenues and assets; or (iii)\n a party  consents  to any of the actions  described  in clause (ii) being taken\n against it.\n\n          'Business  Day'  means  any day on which  Bank of  China  are open for\n business in Jiaozuo City, Henan Province, China.\n\n          'Change in Law' has the meaning given such term in Section 10.\n\n          'Commercial  Operation Date' or 'COD' means either or both of the Unit\n One COD and the Unit Two COD.\n\n          'Construction Contract' means the Contract for Engineering,\n\n                                       1\n\nProcurement  and  Construction  Services  to be  entered  into  for the  design,\nengineering and construction of the Facility.\n\n          'Coordination  Committee'  has the meaning  given that term in Section\n 5.8.\n\n          'Dispatch Contract' has the meaning given that term in Section 3.\n\n          'Dollar'  or '$' means the lawful  currency  of the  United  States of\n America.\n\n          'Energy Payment' means the Energy Payment described in Appendix A.\n\n          'Facility'  means the coal-fired  electric  generating  facility to be\n constructed,  financed,  owned and  operated  by Seller and  located in Jiaozuo\n City,  Henan  Province,  China  consisting  of two coal  boilers  and two steam\n turbine  generating units each with an expected  capacity of approximately  125\n megawatts and an aggregate  expected capacity of approximately 250 megawatts as\n well as all associated fuel handling and transport and generation equipment and\n components.\n\n          'Facility  Site'  means that real  property  located in Jiaozuo  City,\n Henan Province, China on which the Facility is to be located.\n\n          'Force Majeure' means any of the following events,  which cause either\n or both of the parties to be unable to perform its or their  obligations  under\n this  Contract:  war,  hostility,  public  disturbance,  strikes,  other  labor\n disputes and work stoppages, failure or interruption of transportation or other\n utilities,  epidemic, fire, flood, earthquake,  storm, tidal wave or other acts\n of nature,  and all other  similar  events  beyond the  control of the  parties\n affected thereby.\n\n          'Governmental  Instrumentality'  means the  government of the People's\n Republic of China or any province, municipality or other political subdivision,\n instrumentality,  ministry, department,  agency, court, authority,  corporation\n which has authority to exercise governmental  functions or commission under the\n direct or indirect control of any such body.\n\n          'Grid'  means the power grid under the  control of the Henan  Electric\n Power Corporation.\n\n          'HEPC' means the Henan Electric Power Corporation.\n\n          'Joint Venture  Contract' means the Cooperative Joint Venture Contract\n for the Jiaozuo Wan Fang Power Company  Limited  between  Purchaser and Jiaozuo\n Power Partners, L.P.\n\n          'Minimum  Take'  means (i) for the  period  beginning  on the Unit One\n Testing Date and ending on the date immediately preceding the Unit Two\n\n                                       2\n\n- ----------\n[*** Filed  separately  with the  Commission  pursuant  to a request for\nconfidential treatment.]\n\n\nTesting  Date,  the  kilowatt-hour  amount  equal to the  product  of (x)  [***]\nkilowatts multiplied by (y) [***]% multiplied by (z) the number of hours in this\nperiod; (ii) for the period beginning on the Unit Two Testing Date (if such date\nis not the  first  day of a  calendar  year)  and  ending on the last day of the\ncalendar  year in which the Unit Two  Testing  Date  occurs,  the  kilowatt-hour\namount  equal to the  product of (x) [***]  kilowatts  multiplied  by (y) [***]%\nmultiplied  by (z) the  number  of  hours in this  period;  and  (iii)  for each\ncalendar year thereafter,  the kilowatt-hour  amount equal to the product of (x)\n[***] hours multiplied by (y) [***] kilowatts, except that for the calendar year\nduring which the  expiration  date of this Contract  occurs (if such  expiration\ndate is not the last day of such  calendar  year),  the  Minimum  Take means the\nkilowatt-hour  amount equal to the product of (x) [***] kilowatts  multiplied by\n(y) [***]%  multiplied by (z) the number of hours in such calendar year prior to\nthe  expiration  date;  provided that Seller may adjust the Minimum Take for any\nyear by adjusting  the kilowatt  numbers in clauses (i), (ii) and (iii) above so\nlong as  Seller  notifies  Purchaser  in  writing  of such  adjustment  at least\nthirteen months before such adjustment takes effect.  Purchaser may also request\nSeller to adjust the Minimum Take for any calendar year, provided that Purchaser\nmakes such  request at least  thirteen  months  prior to the  beginning  of such\ncalendar year.\n\n          'New Mill' means Purchaser's  aluminum  production facility located at\n Daiwang Zhen,  Jiaozuo City,  including the existing  production  lines with an\n annual  capacity  of 40,000 tons of aluminum  and any new  aluminum  production\n lines to be added by Purchaser to such facility or any other facility.\n\n          'Old Mill' means Purchaser's  aluminum  production facility located in\n the city of Jiaozuo with an annual capacity of 13, 000 tons of aluminum.\n\n          'Permit'  means  any  permit,  license,  approval,   consent,  waiver,\n authorization or other requirement required in connection with the Project from\n any Governmental Instrumentality under applicable laws or regulations.\n\n          'Permit Event' means (i) any Permit not being granted upon application\n having  been duly  made;  (ii) any  Permit  ceasing to remain in full force and\n effect,  or not being renewed upon  application  having been duly made or being\n renewed upon terms and conditions which are less favorable to Seller than those\n originally imposed;  (iii) the attachment to any Permit subsequent to its grant\n of any terms or conditions which adversely affect any of Seller's rights or the\n performance by Seller of any of its obligations; or (iv) the requirement of any\n Permit not required as of the date of this Contract.\n\n          'Points of Interconnection'  means the physical points on the Facility\n Site as  described in Appendix B at which  interconnection  is made between the\n Facility and Purchaser,  such points being subject to the  requirements set out\n in Appendix C.\n\n          'Power  Purchase and Sale Contract'  means the Power Purchase and Sale\n Contract between Seller and HEPC.\n\n                                       3\n\n\n          'Project'  means  the  Facility,  the  Facility  Site,  and all  other\n equipment and property that may become part of either of the foregoing.\n\n          'Prudent   Electrical   Practices'   means  those  codes,   rules  and\n regulations  stipulated  by the  Ministry  of  Electric  Power of the  People's\n Republic of China or other relevant Governmental  Instrumentality in respect of\n power plant operation and maintenance,  control or other related matters. Where\n there are no such codes, rules and regulations,  'Prudent Electrical Practices'\n means those practices that are generally  accepted for use in the international\n electric  utility  industry  and  commonly  used in safe and  prudent  electric\n utility  engineering  and  operations  to design,  engineer,  construct,  test,\n operate and maintain equipment.\n\n          'Purchaser  Energy Payment' means the Energy Payment per kilowatt hour\n described in Appendix A times the number of kilowatt  hours  delivered  for the\n relevant period as measured pursuant to Section 9.\n\n          'Rated  Capacity' means the capacity  (expressed in kilowatts (kW)) of\n the two 125 megawatt units of the Facility to generate energy, as determined in\n a completed  performance  test conducted for each such unit prior to its COD in\n accordance with the test procedures contained in Appendix D.\n\n          'RMB' or 'Renminbi' means the lawful currency of the People's Republic\n of China.\n\n          'Scheduled  Outage'  means a planned  interruption  of the  Facility's\n generating capability that has been scheduled in advance and is for inspection,\n testing, preventive maintenance, repairs or replacement.\n\n          'Shortage Period' has the meaning given such term in Section 7.2.\n\n          'Technical  Limits' means the limits and  constraints  relating to the\n operation and maintenance of the Facility, as described in Appendix C.\n\n          'Testing  Date' means  either or both of the Unit One Testing Date and\n the Unit Two Testing Date.\n\n          'Testing  Period'  means,  for each unit of the  Facility,  the period\n commencing on the date on which, in the opinion of Seller and as set forth in a\n certificate  to be  delivered by Seller to  Purchaser,  such unit is capable of\n producing energy for sale to Purchaser  (whether or not Purchaser has completed\n construction of the interconnection described in Section 8.2) and ending on the\n Commercial Operation Date for such unit.\n\n          'Unit One Commercial Operation Date' or 'Unit One COD' means the first\n date  following  the  Testing  Period for the first unit of the  Facility to be\n completed on which such unit,  in the opinion of Seller and as evidenced by the\n completion  of a  performance  test  during the Testing  Period,  is capable of\n producing  and  delivering,  and does  produce,  energy  for sale to  Purchaser\n pursuant  to the  terms  and  conditions  of this  Contract,  as set forth in a\n certificate to be delivered by Seller to Purchaser.\n\n          'Unit One Testing Date' means the date on which the Testing Period for\n the first unit of the Facility to be completed commences.\n\n          'Unit Two Commercial Operation Date' or 'Unit Two COD' means the first\n date  following  the Testing  Period for the second unit of the  Facility to be\n completed on which such unit,  in the opinion of Seller and as evidenced by the\n completion  of a  performance  test  during the Testing  Period,  is capable of\n producing  and  delivering,  and does  produce,  energy  for sale to  Purchaser\n pursuant  to the  terms  and  conditions  of this  Contract,  as set forth in a\n certificate\n\n                                       4\n\n[*** Filed  separately  with the  Commission  pursuant  to a request for\nconfidential treatment.]\n\n\nto be delivered by Seller to Purchaser.\n\n          'Unit Two Testing Date' means the date on which the Testing Period for\n the second unit of the Facility to be completed commences.\n\n          'Unscheduled Outage' means any interruption of the Seller's generating\n capability  that is not a Scheduled  Outage except any  interruption  caused by\n Seller in bad faith which results in damages to Purchaser.\n\n\n                                    SECTION 2\n\n                                TERM OF CONTRACT\n\n          This  Contract  shall  become  effective  upon signing by the parties.\n Unless  terminated  pursuant  to Section 13, this  Contract  shall  continue in\n effect  until  the date that is [***]  years  after the  Business  License  (as\n defined in the Joint  Venture  Contract) is issued to Seller  (including  [***]\n years of construction).\n\n\n                                    SECTION 3\n\n                            CONDITIONS TO OBLIGATIONS\n\n          The  obligations  of  Purchaser  and Seller  under this  Contract  are\n conditioned upon (i) execution by Seller and the HEPC of the Power Purchase and\n Sale  Contract  and of a mutually  satisfactory  dispatch  and  interconnection\n contract in respect of the Facility (the 'Dispatch  Contract') and (ii) receipt\n of all applicable approvals from all relevant Governmental Instrumentalities of\n the electricity  pricing  formula set forth in Appendix A and, if required,  of\n this Contract, the Power Purchase and Sale Contract and the Dispatch Contract.\n\n                                    SECTION 4\n\n                                SALE AND PURCHASE\n\n4.1 (A) In accordance with the terms and conditions of this Contract, from\n\n                                       5\n\n\n\nand after the Unit One Testing Date, Seller agrees to sell, and Purchaser agrees\nto purchase,  all of the New Mill's and,  after the completion of the connecting\nlines  between  the  Facility  and the Old  Mill,  the  Old  Mill's  electricity\nrequirements  from the  Facility  (whether  such  lines  will be built  shall be\ndecided by Purchaser), provided, however, that (i) Seller shall not be obligated\nto provide at any time more than the  capacity  number  (in  kilowatts)  used to\ncalculate the Minimum  Take;  and (ii)  Seller's  obligations  to sell energy to\nPurchaser are subject to Seller's  obligations under the Power Purchase and Sale\nContract. Purchaser may not purchase any electricity from any third party unless\nand only to the extent the  Facility  is unable to provide all of the New Mill's\nand, after the  completion of the connecting  lines between the Facility and the\nOld Mill, the Old Mill's electricity requirements.  If Purchaser anticipates any\nmaterial  change in its demand for power,  it shall notify  Seller  immediately.\nUpon written  request by  Purchaser,  Seller may (but shall not be obligated to)\nadjust the capacity  number (in  kilowatts)  used to calculate the Minimum Take.\nFrom and after the Unit One Testing Date,  Purchaser shall pay Seller for energy\nby making  Purchaser  Energy  Payments in accordance with (i) the Approval Reply\nConcerning the Method for Calculating the Price for the Electricity  Sold to the\nGrid from Jiaozuo Wan Fang Power Company  Limited  (2x125MW  Units) by the Henan\nProvincial  Pricing  Bureau  (Yu  Jia  Gong Zi No.  088  (1998))  including  its\nAppendix,  Method for Calculating the Price for the Electricity Sold to the Grid\nfrom Jiaozuo Wan Fang Power Company Limited  (attached hereto as Appendix A) and\n(ii) Section 11,  provided that the price for energy sold hereunder shall be the\nsame as the price for energy  sold to HEPC  pursuant to the Power  Purchase  and\nSale Contract.\n\n          (B) The parties  acknowledge  that the minimum  output of energy to be\n purchased  by  Purchaser  during any period  shall not be less than the Minimum\n Take applicable to that period. If for any reason (except a Force Majeure event\n affecting  Purchaser)  Purchaser  does not  purchase  the  Minimum  Take in any\n period,  Purchaser  shall  nevertheless  be obligated to make Purchaser  Energy\n Payments  to Seller in the  amounts  which  would  have been due had  Purchaser\n purchased the Minimum Take in such period,  i.e., Purchaser shall still pay the\n Purchaser  Energy Payment in respect of the amount of such shortfall  (assuming\n the Facility  would have operated at full Rated  Capacity),  provided that such\n Purchaser  Energy  Payment shall not include any amounts in respect of the Fuel\n Charge  (as  defined  in  Appendix  A).  The  amount of such  payment  shall be\n calculated  and made within 30 days after the end of the  relevant  period.  If\n during the course of any period it could be reasonably expected that Seller may\n have  difficulty  delivering  the Minimum Take as a result of Force  Majeure or\n Change in Law,  Seller shall have the right to revise the power supply schedule\n already agreed to by Seller and Buyer so as to permit Seller to deliver as much\n energy as possible in order to achieve the Minimum Take.\n\n          (C)  After  the Unit  Two  Commercial  Operation  Date,  Seller  shall\n endeavor to provide power to Purchaser constantly  throughout the year, subject\n to the Technical Limits,  Prudent Electrical Practices and Seller's obligations\n under the Power Purchase and Sale Contract and the Dispatch Contract.\n\n                                       6\n\n\n\n                                    SECTION 5\n\n                            OPERATION AND MAINTENANCE\n\n5.1  Subject  to the  requirements  in  Section  4.1(A)  and  the  Minimum  Take\nrequirements  in  Section  4.1(B),  (i) on or  prior  to July  31 of each  year,\nPurchaser shall provide Seller in writing with Purchaser's  annual plan of power\ndemand (in both kilowatts and kilowatt hours) for the following year, and Seller\nmay, in consultation with Purchaser,  modify such plan in writing on or prior to\nNovember  30 of each  year;  (ii) on or prior to the first  day of March,  June,\nSeptember  and  December,   Purchaser  shall  provide  Seller  in  writing  with\nPurchaser's  quarterly  plan of power  demand (in both  kilowatts  and  kilowatt\nhours)  for  the  following  quarter,  and  Seller  may,  in  consultation  with\nPurchaser,  modify  such plan in  writing  on or prior to the last day of March,\nJune,  September  and  December;  and (iii) on or prior to the first day of each\nmonth,  Purchaser shall provide Seller in writing with Purchaser's  monthly plan\nof power demand (in both kilowatts and kilowatt hours) for the following  month,\nand Seller may, in consultation  with Purchaser,  modify such plan in writing on\nor prior to the last day of each month.\n\n5.2  Purchaser  shall  follow the plans (as  modified by Seller)  referred to in\nclause 5.1. If Purchaser plans or anticipates any change  exceeding + or - 3% of\nsuch plans,  Purchaser shall immediately submit a written  application to Seller\nfor such planned or anticipated change.  Seller shall make reasonable efforts to\nsatisfy  Purchaser's   application,   having  regard  to,  among  other  things,\nPurchaser's  needs,  the  Technical  Limits,  Prudent  Electrical  Practices and\nSeller's obligations under the Power Purchase and Sale Contract and the Dispatch\nContract.\n\n5.3 If there is any  change in  Purchaser's  operation  which has an  unexpected\nmaterial impact on Purchaser's  power  consumption,  Purchaser shall immediately\nnotify  Seller of such  change and shall  coordinate  with Seller with a view to\nminimizing any adverse effect of such change, provided,  however, no such change\nshall in any way affect  Purchaser's  obligation to purchase the Minimum Take or\nits  obligation to purchase all the New Mill's and,  after the completion of the\nconnecting  lines  between  the  Facility  and the  Old  Mill,  the  Old  Mill's\nelectrical requirements from Seller as provided in Section 4.1(A).\n\n5.4 Upon Seller's  request,  Purchaser  shall provide daily,  monthly and annual\nsummary reports to Seller  concerning  Purchaser's  operating  condition and its\npower consumption.\n\n5.5 If, due to any reason  including any reason  involving  the Grid,  Seller is\nunable to  provide  power in  accordance  with plans  agreed  upon by Seller and\nPurchaser, Seller shall immediately notify Purchaser in writing.\n\n5.6 Seller shall cause the Facility to be operated and  maintained in accordance\nwith Prudent Electrical Practices and this Contract.\n\n                                       7\n\n\n5.7 Seller  shall  establish  and  provide to  Purchaser  a copy of the  initial\ntechnical  limits 30 days prior to the expected  Unit One Testing Date and shall\nnotify Purchaser immediately in writing of any change to the technical limits.\n\n5.8 The parties shall  establish a  coordination  committee  (the  'Coordination\nCommittee'), consisting of two representatives from each party. Responsibilities\nof the Coordination  Committee shall include coordination between the parties on\nsuch issues as the construction of the Facility,  the connection of the Facility\nwith  Purchaser,  Purchaser's  power  consumption  plan and  Seller's  Scheduled\nOutages and  Unscheduled  Outages.  The  Coordination  Committee shall meet on a\nregular basis. If either party notifies the other party that it wishes to hold a\nmeeting of the Coordination  Committee in addition to the regular meetings,  the\nparties shall hold such a meeting as soon as practical.\n\n                                    SECTION 6\n\n                                     OUTAGES\n\n6.1  Seller  may  schedule  a  Scheduled  Outage  at any time so long as  Seller\nprovides  Purchaser  with a 30 days prior  written  notice.  In the event that a\nScheduled  Outage is caused by any action or  omission of the Grid and it is not\nfeasible to provide such 30 days prior written  notice,  Seller shall provide to\nPurchaser  a written  notice  with  respect to the  Scheduled  Outage as soon as\npracticable.\n\n6.2 Seller shall provide Purchaser with an estimate of the nature,  duration and\nscope of any Scheduled Outage.\n\n6.3 As the need for any Unscheduled Outage is determined,  Seller shall promptly\nprovide  Purchaser  with an estimate of the nature,  duration  and scope of such\noutage. Seller will not be considered in default under this Contract as a result\nof any Unscheduled Outage.\n\n6.4 After the Unit Two Testing  Date,  if an outage  occurs with respect of both\nunits  of  the  Facility,   Seller  shall  immediately  notify  Purchaser.  Upon\nPurchaser's  request,  Seller shall apply to HEPC to provide  power to Purchaser\npursuant to agreement  already reached between  Purchaser and HEPC. In the event\nthat HEPC  agrees to provide  power to  Purchaser,  Seller  shall,  pursuant  to\narrangements to be made between the parties hereto,  transmit to Purchaser power\npurchased by Purchaser  from HEPC by using  Seller's  connecting  lines with the\nGrid. In the event that HEPC refuses to provide power to Purchaser, Seller shall\nnot have any liability.\n\n                                    SECTION 7\n\n                                   EMERGENCIES\n\n7.1 Seller shall provide Purchaser with a copy of the emergency procedure agreed\nto by Seller and HEPC for the Facility at least 30 days before\n\n                                       8\n\n\nthe Unit One Testing Date.\n\n7.2 Seller  shall,  during  any  period of  shortage  of energy  that  Purchaser\nsustains (a 'Shortage Period'), at the request of Purchaser,  use all reasonable\nefforts to supply  such energy as the  Facility is able to generate  during such\nperiod within the Technical  Limits and in  accordance  with Prudent  Electrical\nPractices.  If a  Scheduled  Outage  would  occur at the same time as a Shortage\nPeriod, Seller shall, upon the request of Purchaser,  use all reasonable efforts\nto  reschedule  the  Scheduled  Outage  or, if the  Scheduled  Outage has begun,\nrestore energy production as soon as possible.\n\n                                    SECTION 8\n\n                                 INTERCONNECTION\n\n8.1 Energy  produced by Seller and sold to Purchaser  pursuant to this  Contract\nshall be made  available  and  delivered  by Seller to Purchaser at the Point of\nInterconnection.\n\n8.2 Purchaser shall at its own expense design,  construct,  control, operate and\nown all  interconnection  equipment located beyond the Point of Interconnection.\nSuch interconnection  will be completed and capable of transmitting  electricity\nat least 150 days prior to the Unit One Testing  Date.  The cost of additions or\nchanges to any of Purchaser's substations, transformers,  transmission lines, or\nany  other  portions  of  Purchaser  as a  result  of  Purchaser's  purchase  of\nelectricity  under this Contract or other changes required by Purchaser shall be\nborne entirely by Purchaser.  Purchaser  shall not be liable for obtaining power\nto commission and energize the Facility.\n\n8.3 Seller shall be responsible at its own expense for the  engineering,  design\nand  construction  of the  interconnection  from the  Facility  to the  Point of\nInterconnection.  Seller shall  provide two Points of  Interconnection  150 days\nprior to the Unit One Testing Date and a third Point of Interconnection 150 days\nprior to the  Unit  Two  Testing  Date.  All  these  three  points  shall be hot\nstand-bys to one another.\n\n8.4 Purchaser shall provide to Seller within 90 days after the execution of this\nContract  a report  with  respect  to the  level of  harmonics  produced  by its\nrectifying  equipment.  If the level of harmonics  exceeds that specified by the\npower  industry,  Purchaser  shall  purchase  and install at its own cost needed\nharmonic  filtering  equipment.  The  harmonics  content  should comply with the\nElectrical  Energy Quality and Public Grid's Harmonics  promulgated by the State\nTechnology  Monitoring  Bureau in 1993 or the latest  applicable  regulations on\nharmonics content.\n\n8.5 As soon  as the  initial  testing  of the  first  unit  of the  Facility  is\ncompleted,  Purchaser  shall, at its cost,  change the 110 kV lines which supply\npower to Purchaser  from the Grid at the time of the  execution of this Contract\nover to the Point of  Interconnection  so that the  Facility can supply power to\nPurchaser  directly  starting  from the Unit One  Testing  Date.  Such lines are\nfurther described in Appendix B.\n :  PAGE&gt;\n                                   SECTION 9\n\n                         MEASUREMENT OF ELECTRIC ENERGY\n\n9.1 All measurements of energy delivered by Seller to Purchaser shall be made at\nvarious outlet lines at the high-voltage side of the Point of Interconnection by\nsuitable  kilowatt and  dual-direction  active and reactive power  kilowatt-hour\nmeters.  Seller shall install,  own and operate two sets of meters in conformity\nwith  Purchaser's  metering  standards  and  operating  procedures  and  Prudent\nElectrical Practices (except that Purchaser shall be responsible for reading the\nmeters at midnight 12 o'clock on the last day of each month with representatives\nof  Seller  being  present).  Purchaser's  representative  shall  sign a written\nstatement  of each meter  reading at the time of reading the meters.  One set of\nsuch  meters  will be the  primary  meters and the other set will be the back-up\nmeters.  Readings  on the  primary  meters  will be the  measurement  of  energy\ndelivered.  Testing, calibrating and recalibrating of metering equipment will be\nin  accordance  with  Prudent  Electrical  Practices  and  performed  jointly by\nrepresentatives  of Purchaser and Seller under the  supervision and direction of\nthe electric  energy  measurement  authority of Henan Province,  China.  Neither\nSeller nor Purchaser may change the metering facilities for the Facility without\nthe consent of the other party.\n\n9.2 If either party disputes a meter's accuracy or condition, it shall so advise\nthe  other  party in  writing.  The other  party  shall,  within  15 days  after\nreceiving such notice,  advise the disputing party in writing as to its position\nconcerning  the meter's  accuracy.  If the  parties are unable to resolve  their\ndisagreement,  then they shall  engage  either the electric  energy  measurement\nauthority of Henan Province, China or an unaffiliated,  qualified third party to\ntest  the  meter.  Should  the  meter be found  in good  order  and  registering\naccurately  (within the standard set forth in Section 9.4), the disputing  party\nshall  bear the cost of  inspection;  otherwise  the cost  shall be borne by the\nowner of the meter.\n\n9.3 Seller agrees to repair and recalibrate any malfunctioning  meter at its own\nexpense as soon as reasonably possible.\n\n9.4 If the primary meter used to measure  energy fails to register,  the back-up\nmeter will be used to measure energy.  If the difference in measurements made by\nthe  primary  meter and the  back-up  meter  exceeds  0.5  percent of the energy\nmeasured by the primary  meter in any month,  the meters  shall be repaired  and\nrecalibrated and an adjustment shall be made correcting all measurements made by\nthe  inaccurate  or  defective  meter for the amount of the  inaccuracy  in that\nmonth, in the following manner:\n\n          (A) As may be agreed upon by the parties, or\n\n          (B) In the event that the  parties  cannot  agree on the amount of the\n adjustment  necessary to correct the  measurements  made by any  inaccurate  or\n defective meter, the parties shall use the back-up meter, if installed and\n\n                                       10\n\n\n\nregistering  accurately,  to determine the amount of such inaccuracy,  provided,\nhowever,  that such meter is tested in the same manner as the primary meter.  In\nthe event that the back-up meter is also found to be inaccurate by more than 0.5\npercent,  then the parties shall use the Purchaser's meter on the far end of the\ninterconnection  line,  if such meter is believed by the parties to be operating\nproperly,  adjusted  for  reasonable  line  losses.  In the  event  there is not\nagreement as to the accuracy of this set of meters,  the parties shall  estimate\nthe amount of the necessary adjustment referring to operating data maintained in\nthe Facility's control system.\n\n          (C) In the event the parties  cannot agree on the actual period during\n which  the  inaccurate  measurements  were  made,  the  period  for  which  the\n measurements  are to be adjusted  shall be the last one-half of the period from\n the last previous test of the meter.\n\n          (D) To the extent the adjustment  period covers a period of deliveries\n for which  payment has already  been made by  Purchaser,  Seller  shall use the\n corrected measurements to recompute the amount due and Seller or Purchaser,  as\n applicable,  shall  make up the  difference  between  the paid  and  recomputed\n amounts.  Payment of such difference by the owing party shall be made not later\n than 30 days after  such  party  receives  notice of the  amount  due.  If such\n payment is not made in full prior to the end of this 30-day period,  a late fee\n will be payable by the owing  party  equal to 0.04% of such  unpaid  amount for\n each day in the first 60 days such amount remains unpaid and equal to 0.08% for\n each day thereafter.  Any payment of such unpaid amounts shall be applied first\n to payment of the late payment interest charge and then to the principal amount\n outstanding.\n\n\n                                   SECTION 10\n\n                                  CHANGE IN LAW\n\n          If a Change in Law occurs which requires new capital  expenditures for\n the  Project,  increases  Seller's  operating  costs  of the  Project,  imposes\n restrictions upon Seller's  operation of the Project which deny Seller the full\n economic  benefit of this Contract or interferes  with Seller's  performance of\n its obligations hereunder,  the price of energy shall be adjusted and submitted\n for  approval  pursuant  to the  formula set forth in Appendix A so as to place\n Seller in the same economic position as if such Change in Law had not occurred.\n A  certificate  of Seller  setting  forth the basis for  determination  of such\n payment adjustment shall be delivered to Purchaser.  As used herein, 'Change in\n Law' shall mean any Permit Event,  any change in any law,  statute,  ordinance,\n rule, regulation or Prudent Electrical Practices (including the adoption of any\n new law, statute, ordinance, rule, regulation or Prudent Electric Practices) or\n interpretation thereof by any Governmental Instrumentality from those in effect\n on the  date of  execution  of this  Contract,  or any  prohibition  or acts by\n government or public\n\n                                       11\n\n\nagency which causes either or both of the parties to be unable to perform its or\ntheir obligations hereunder.\n\n\n                                   SECTION 11\n\n                                METHOD OF PAYMENT\n\n11.1 On or before the fifth Business Day of each calendar  month  beginning with\nthe first full  calendar  month after the Unit One Testing  Date,  Seller  shall\nsubmit to Purchaser a billing  statement showing the amount payable by Purchaser\nhereunder  as Purchaser  Energy  Payments,  and the  calculation  thereof,  with\nrespect to the  immediately  preceding  month.  Purchaser shall pay such amounts\nwithin 20 calendar  days after  Purchaser's  receipt of the  billing  statement.\nPayment shall be made by transfer to Seller's account in a bank to be designated\nby Seller.\n\n11.2 Notwithstanding the foregoing, if a Purchaser Energy Payment is not paid in\nfull to Seller on or before  the close of  business  on the date due, a late fee\nwill be payable by Purchaser  equal to 0.04% of such unpaid  amount for each day\nin the first  sixty days such amount  remains  unpaid or equal to 0.08% for each\nday  thereafter.  Any payments of such unpaid  amount shall be applied  first to\npayment of any late payment  interest  charge and then to the  principal  amount\noutstanding.\n\n11.3  In  the  event  Purchaser  disputes  all  or any  portion  of any  billing\nstatement,  Purchaser shall  nevertheless pay the full amount when due and shall\ngive written  notice of the dispute to Seller.  Such notice  shall  identify the\ndisputed  bill and contain a detailed  statement of the amount and nature of the\ndispute. No adjustment shall be made for disputed amounts unless notice is given\ntogether with a detailed  statement of the claim. A billing  statement  shall be\ndeemed  final and not  subject to  dispute by  Purchaser  if  Purchaser  has not\ndelivered a notice  disputing such billing  statement  within three months after\nPurchaser's  receipt  of  such  billing  statement.  Seller  shall  give  prompt\nconsideration  to any dispute and shall notify  Purchaser of its position within\n30 days following  receipt of Purchaser's  written  notice.  If Seller shall not\nhave responded to Purchaser within such 30 day period, Seller shall be deemed to\nhave accepted  Purchaser's  position.  Upon final  determination  of the correct\namount and all necessary  adjustments,  any  overpayment by Purchaser  (together\nwith  interest  thereon  at a rate of  0.04%  per  day),  shall be  credited  to\nPurchaser in the monthly billing statement next submitted to Purchaser.\n\n11.4 All payments under this Contract shall be made in Renminbi.\n\n\n                                   SECTION 12\n\n                                  FORCE MAJEURE\n \n                                      12\n\n\n\n12.1 If a party is wholly or partially unable to perform its obligations arising\nunder this Contract due to Force Majeure, the party claiming Force Majeure shall\ngive the other party written notice  describing the Force Majeure event together\nwith a  certificate  stating  that such party is wholly or  partially  unable to\nperform its  obligations  under this  Contract as a result of such Force Majeure\nevent.\n\n12.2 If, as a result of Force Majeure,  a party is rendered  wholly or partially\nunable to perform  its  obligations  under this  Contract,  that party  shall be\nexcused to the extent so affected; provided that:\n\n          (A) the suspension of performance  shall be of no greater scope and of\n no longer duration than is required by the Force Majeure event;\n\n          (B) no obligations  under this Contract which shall have arisen before\n the Force  Majeure  event  shall be  excused  as a result of the Force  Majeure\n event;\n\n          (C) no obligations to make payment shall be excused as a result of the\n Force Majeure event; and\n\n          (D) the party claiming Force Majeure shall use its reasonable  efforts\n to remedy its inability to perform.\n\n\n                                   SECTION 13\n\n                                EVENTS OF DEFAULT\n\n13.1  Purchaser  may give a notice  of  termination  of this  Contract  upon the\noccurrence and continuance of any of the following events of default:\n\n          (A) Bankruptcy of Seller;\n\n          (B) Seller abandons the Project for a period of 12 consecutive months;\n or\n\n          (C) Seller fails to perform any of its material obligations under this\n Contract which continues unremedied for 30 days after notice from Purchaser (or\n if such failure  cannot be remedied  within 30 days,  such longer period not to\n exceed six months as may be reasonably necessary to remedy such failure);\n\nprovided, however, that Purchaser may not terminate this Contract as a result of\nany event listed above which is caused  directly or  indirectly by any action or\nomission by Purchaser,  HEPC,  any  Governmental  Instrumentality  or any entity\nparty  to a  Project  Contract  (as  defined  in  the  Joint  Venture  Contract)\n(including breach by Purchaser of its obligations under this Contract, breach by\nHEPC of its obligations under the Power Purchase and Sale Contract and breach by\nthe coal supplier of the coal supply contract for the Project).\n\n                                       13\n\n\n\n13.2  Seller  may  give a  notice  of  termination  of this  Contract  upon  the\noccurrence and continuance of any of the following events of default:\n\n          (A) Bankruptcy of Purchaser;\n\n          (B) a Permit Event;\n\n          (C) any  Governmental  Instrumentality  fails to perform or repudiates\n any of its obligations under any of the documents set forth in Section 3 or any\n Permit;\n\n          (D) any  Governmental  Instrumentality  expropriates  or  threatens to\n expropriate Seller or any assets or rights of Seller or takes other action that\n adversely  affects the enjoyment by Seller of its rights, or the performance by\n Seller of any of its obligations under this Contract;\n\n          (E)  Purchaser  fails to pay when due any amount  payable by Purchaser\n under this Contract;\n\n          (F) Purchaser fails to perform any of its material  obligations (other\n than payment  obligations  referred to in clause (E) above) under this Contract\n which continues unremedied for 30 days after notice from Seller; or\n\n          (G) any Governmental  Instrumentality imposes restrictions prohibiting\n or  materially  limiting  Seller's  or its  principals'  ability to  repatriate\n profits or revenues from the Project outside China.\n\n13.3 Any  termination  notice shall specify the event of default  giving rise to\nthe  termination  notice.  Following the termination  notice,  the parties shall\nconsult  for a period of up to 90 days as to what steps  shall be taken.  At the\nexpiration  of the 90 day period and unless  the  parties  shall have  otherwise\nagreed or the event of default giving rise to the termination  notice shall have\nbeen remedied,  the party having given the termination notice may terminate this\nContract by giving  written  notice to the other party,  whereupon this Contract\nshall terminate on the date specified for termination in such notice.\n\n13.4 In the event of any breach or  default  under  this  Contract  other than a\ndefault  referred to in Section 13.1,  Purchaser shall not be relieved of any of\nits  liabilities  or  obligations  hereunder,  including its  obligation to make\nPurchaser  Energy Payments  whether  becoming due before or after such breach or\ndefault and to pay any past due amounts.\n\n13.5 Nothing in this Section 13 shall preclude Seller from exercising its rights\nunder Section 10, if applicable,  or any other rights or remedies hereunder. The\nrights upon default  provided  herein are  cumulative  and not  exclusive of any\nother rights upon default  available  under  Chinese law;  provided that neither\nparty  shall  have any right to  terminate  this  Contract  except as  expressly\nprovided in this Section 13.\n\n                                       14\n\n\n\n                                   SECTION 14\n\n                                     WAIVER\n\n          Failure  by either  party to  exercise  any of its  rights  under this\n Contract shall not  constitute a waiver of such rights.  Neither party shall be\n deemed to have  waived any right  resulting  from any failure to perform by the\n other party unless it has made such waiver specifically in writing.\n\n\n                                   SECTION 15\n\n                          CONCILIATION AND ARBITRATION\n\n15.1 Dispute  Settlement.  Except as otherwise  provided in this  Contract,  the\nparties shall attempt to settle any dispute arising out of or in connection with\nthis  Contract   through  friendly   consultation   between   themselves.   Such\nconsultation  shall begin  promptly  after one party has  delivered to the other\nparty a written request for such  consultations.  If the parties do not reach an\namicable  solution  within 30 days of receipt of such notice,  either party may,\nwith notice to the other party,  submit the dispute for binding  arbitration  in\nBeijing, China, under the auspices of the China international Economic and Trade\nArbitration  Commission  ('CIETAC')  in accordance  with the CIETAC  Arbitration\nRules as in effect  on the date of this  Contract  (except  to the  extent  this\nSection 15 specifies different procedures,  in which event such procedures shall\ngovern the arbitration,  including the selection of the arbitration  panel). The\nparties  agree  that any  dispute  arising  out of or in  connection  with  this\nContract  shall be  submitted  exclusively  to  arbitration  as provided in this\nSection  15. Any  settlement  and award  rendered  through  such an  arbitration\nproceeding  shall be final and binding  upon the  parties if the  decision is in\nwriting and contains a reasoned analysis explaining the arbitrators' reasons for\nrendering the award.  The parties agree that the arbitral  award may be enforced\nagainst  the  parties  or their  assets  wherever  they may be found  and that a\njudgment upon the arbitral award may be entered in any court having jurisdiction\nthereof.  Accordingly,  the parties irrevocably agree that any action to enforce\nsuch  judgment  may be  instituted  wherever  appropriate  and each party hereby\nirrevocably  waives, to the fullest extent permitted by law, any objection which\nit may have now or hereafter to the laying of the venue or the  jurisdiction  or\nthe  convenience  of the  forum  of any  such  action  and  irrevocably  submits\ngenerally and  unconditionally to the jurisdiction of any such court in any such\naction.\n\n15.2 Language. The arbitration shall be conducted in English and Chinese and the\narbitration shall refer to the English and Chinese texts of this Contract.\n\n15.3  Arbitrators.  There shall be three  arbitrators.  The  parties  shall each\nselect one  arbitrator  within 30 days after giving or receiving  the demand for\narbitration.  The two arbitrators selected by the parties shall select the third\narbitrator. If a party does not appoint an arbitrator who has consented to\n\n                                       15\n\n\n\nparticipate  within 30 days after the  selection  of the first  arbitrator,  the\nrelevant  appointment  shall be made by the  arbitrating  body. The costs of the\narbitration  shall be borne by the  parties  as  determined  by the  arbitration\ntribunal,  taking  into  account the  relative  merits of the  positions  of the\nparties.\n\n15.4 Submission to  Jurisdiction;  Defenses.  Each party is subject to civil and\ncommercial law and irrevocably  agrees that this Contract is a commercial rather\nthan a public or  governmental  activity and neither  party is entitled to claim\nimmunity from legal  proceedings  with respect to itself or any of its assets on\nthe grounds of  sovereignty  or otherwise  under any law or in any  jurisdiction\nwhere an action may be brought  for the  enforcement  of any of the  obligations\narising under or relating to this Contract. To the extent that a party or any of\nits assets has or hereafter  may acquire any right to immunity from any set-off,\nlegal  proceedings,  attachment  or  execution  of  judgment  on the  grounds of\nsovereignty  or otherwise,  each party hereby  irrevocably  waives such right to\nimmunity  in  respect  of its  obligations  arising  under or  relating  to this\nContract.\n\n15.5  Continued  Performance.  The  parties  hereby  agree  to carry  out  their\nrespective  obligations under this Contract,  including  without  limitation all\npayment obligations, notwithstanding any pending dispute or controversy.\n\n\n                                   SECTION 16\n\n                  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS\n\n16.1 Seller represents and warrants as follows:\n\n          (A) it is a Sino-foreign  cooperative joint venture duly organized and\n existing under the laws of the People's Republic of China;\n\n          (B) it has full legal right,  power and authority to execute,  deliver\n and perform this Contract and the  contracts and documents  referred to in this\n Contract to which it is a party;\n\n          (C) it has taken all appropriate and necessary action to authorize the\n execution,  delivery and  performance  of this  Contract and the  contracts and\n documents referred to in this Contract to which it is a party; and\n\n          (D)  it  has  obtained  all  consents,  approvals  and  authorizations\n necessary for the valid  execution,  delivery and  performance of this Contract\n and the contracts  and documents  referred to in this Contract to which it is a\n party,  provided,  however,  that Appendix A to this Contract is subject to the\n approval of the relevant  price  authorities  before this Contract shall become\n effective.\n\n16.2 Purchaser represents and warrants as follows:\n\n          (A) it is a Chinese  enterprise  duly organized and existing under the\n laws of the People's Republic of China;\n\n                                       16\n\n          (B) it has full legal right,  power and authority to execute,  deliver\n and perform this Contract and the  contracts and documents  referred to in this\n Contract to which it is a party;\n\n          (C) it has taken all appropriate and necessary action to authorize the\n execution,  delivery and  performance  of this  Contract and the  contracts and\n documents referred to in this Contract to which it is a party; and\n\n          (D)  it  has  obtained  all  consents,  approvals  and  authorizations\n necessary for the valid  execution,  delivery and  performance of this Contract\n and the contracts  and documents  referred to in this Contract to which it is a\n party,  provided,  however,  that Appendix A to this Contract is subject to the\n approval of the relevant  price  authorities  before this Contract shall become\n effective.\n\n16.3 If from time to time a financial  institution  which is proposing to extend\nloan facilities or credit support to Seller reasonably requests any financial or\nother information, Purchaser will promptly provide such information.\n\n\n                                   SECTION 17\n\n                              LIABILITY OF PARTIES\n\n17.1 Seller shall indemnify Purchaser and its officers,  principals,  directors,\nagents and employees  from and against all direct  damages to the extent arising\nfrom third party  claims and losses for damage to property or injury to or death\nof persons  arising  from the  negligence,  bad faith or willful  misconduct  of\nSeller or its officers, principals, directors, agents or employees in connection\nwith the  performance of Seller's  duties under this Contract or Seller's breach\nof this Contract.  Such indemnity  shall not apply to the extent that any claims\nor losses  are caused by or arise out of any  intentional  or  negligent  act or\nomission,  bad  faith  or  willful  misconduct  by  Purchaser  or its  officers,\nprincipals, directors, employees or agents.\n\n17.2 Purchaser shall indemnify Seller and its principals,  officers,  directors,\nemployees and agents from and against all direct  damages to the extent  arising\nfrom third party  claims and losses for damage to property or injury to or death\nof persons  arising  from the  negligence,  bad faith or willful  misconduct  of\nPurchaser  or its  officers,  principals,  directors,  employees  or  agents  in\nconnection  with the  performance of  Purchaser's  duties under this Contract or\nPurchaser's  breach  of this  Contract.  Such  indemnity  shall not apply to the\nextent  that any claims or losses are caused by or arise out of any  intentional\nor negligent act or omission,  bad faith or willful  misconduct by Seller or its\nprincipals, officers, directors, employees or agents.\n\n17.3 Neither party nor its officers, principals,  directors, employees or agents\nshall be liable  to the  other  party or its  officers,  principals,  directors,\nemployees or agents for claims for incidental, consequential or indirect\n\n                                       17\n\n\n\ndamages to persons or property,  whether arising in tort, contract or otherwise,\nconnected  with or resulting  from  performance  or  non-performance  under this\nContract.\n\n                                   SECTION 18\n\n                                   ASSIGNMENT\n\n          Assignments by either party of this Contract shall require the consent\n of the other party,  provided,  however, such consent shall not be unreasonably\n withheld.\n\n\n                                   SECTION 19\n\n                              AMENDMENT OF CONTRACT\n\n          This  Contract  may be amended or modified  only by an  instrument  in\n writing signed by both parties.\n\n\n                                   SECTION 20\n\n                                    LANGUAGE\n\n          This  Contract will be executed in four  counterparts  in both Chinese\n and English versions. Each version shall be of equal force and effect.\n\n\n                                   SECTION 21\n\n                                     NOTICES\n\n          Any notice  required or  permitted to be given  hereunder  shall be in\n writing and shall be (i)  personally  delivered,  (ii)  transmitted  by postage\n prepaid  registered  mail  (airmail if  international),  (iii)  transmitted  by\n internationally recognized courier service, or (iv) transmitted by facsimile to\n the parties as follows, as elected by the party giving such notice:\n\n\n                  (A)      In the case of Purchaser, to:\n\n                           Jiaozuo Aluminum Mill\n                           160 Tanan Road\n                           Jiaozuo\n                           Henan\n                           China\n\n                                       18\n\n\n                           Attention:  Mr. Jin Bao Qing\n                           Facsimile No.:  (86-391) 393-3739\n                           Telephone No.: (86-391) 393-3993\n\n                  In the case of Seller, to:\n\n                  (B)      In the case of Seller, to:\n\n                           Jiaozuo Wan Fang Power Company Limited\n                           Daiwang Zhen, Jiaozuo\n                           Henan, China\n\n                           Attention:\n                           Facsimile No.:\n                           Telephone No.:  391-329-3144\n\n                           and\n\n                           AES China Generating Co., Ltd.\n                           9\/F, Allied Capital Resources Building\n                           32-38 Ice House Street\n                           Central, Hong Kong\n\n                           Attention:       Paul Hanrahan\n                           Facsimile No.:   852-2530-1673\n                           Telephone No.:  852-2842-5111\n\nExcept as otherwise specified herein, all notices and other communications shall\nbe  deemed  to have  been duly  given on (i) the date of  receipt  if  delivered\npersonally,  (ii) 7 days after the date of posting if transmitted by mail, (iii)\n3 days after delivery to the courier if transmitted by courier, or (iv) the date\nof  transmission  with  confirmed  answer  back  if  transmitted  by  facsimile,\nwhichever  shall first  occur.  Any party may change its  address  for  purposes\nhereof by notice to the other party.  All notices  hereunder shall be in English\nand Chinese.\n\n\n                                   SECTION 22\n\n                                 APPLICABLE LAW\n\n          This Contract  shall be governed by and  construed in accordance  with\n the laws of the People's Republic of China.\n\n\n                                   SECTION 23\n\n                                  SEVERABILITY\n\n          The  invalidity  of any provision or portion of this Contract will not\n affect the validity of the remainder of this Contract.\n\n                                       19\n\n\n\n                                   SECTION 24\n\n                                ENTIRE AGREEMENT\n\n          This Contract contains the complete agreement between the parties with\n respect to the matters  contained  herein and supersedes all other  agreements,\n whether written or oral, with respect to the matters contained herein.\n\n                                   SECTION 25\n\n                          NO THIRD PARTY BENEFICIARIES\n\nExcept as otherwise  expressly  stated  herein,  this Contract is intended to be\nsolely for the benefit of Purchaser and Seller and their  respective  successors\nand permitted  assigns and is not intended to and shall not confer any rights or\nbenefits on any third party not a signatory hereto.\n\n                                   SECTION 26\n\n                                  CONSTRUCTION\n\n          Unless  otherwise  stated,  all  references  made in this  Contract to\n 'Sections'  and  'Appendices'  shall refer,  respectively,  to Sections of, and\n Appendices to, this Contract.  References  herein to this Contract  include the\n Appendices hereto.  References herein to 'month' and 'year' shall mean calendar\n month and calendar year, respectively, unless otherwise specified.\n\n          IN WITNESS WHEREOF,  the parties,  intending to be legally bound, have\n caused this Contract to be executed by their duly authorized representatives as\n of the day and year written above.\n\n\n                                       JIAOZUO WAN FANG POWER COMPANY LIMITED\n\n                                       By: \/s\/ Edward C. Hall, III\n                                          -----------------------------------\n                                            Name:\n                                            Title:\n\n\n                                       JIAOZUO ALUMINUM MILL\n\n                                       By: \/s\/ [SIGNATURE ILLEGIBLE]\n                                          -----------------------------------\n                                            Name:\n                                            Title:\n\n                                       20\n\n                                   APPENDIX A\n\n\n\n     Unless otherwise defined herein, capitalized terms (in the English version\nhereof) and underlined terms (in the Chinese version hereof) used but not\ndefined in this Appendix A shall have the same meanings set forth in the Power\nPurchase and Sale Contract to which this Appendix A is attached.\n\n     Energy Payment ('SP') shall be expressed in RMB per kilowatt hour. For each\nBase Output Period, as herein defined, the Energy Payment shall be calculated\nannually on the date which is 60 days prior to the end of each Calendar Year and\nshall be in accordance with the following formula:\n\n         SP = (PC + FC + EC + QC + TC) x [1 + VAT Rate x (1 + OT Rate)]\n\n     (1) 'PC' is the Unit Production Charge which shall be expressed in RMB per\nkilowatt hour and shall be caluclated pursuant to the following formula:\n\nPC = RMB Operation and Maintenance Costs + ($ Operation and Maintenance Costs x\nConversion Factor)\n- --------------------------------------------------------------------------------\n                                  Base Output\n\n\n               +    Annual Depreciation Amount + Fuel Expenses\n                   --------------------------------------------\n                                    Base Output\n \nWhere:\n\nThe Unit Production Charge does not include VAT credit.\n\n'Operation and Maintenance Costs' shall be, for each period referred to in the\ndefinition of Base Output below (each such period, a 'Base Output Period'), all\nRMB and Dollar operation and maintenance costs of the Project for such period\nand shall include, without limitation, all costs of salaries, wages and benefits\nfor the Chinese and foreign employees (including trade union contributions and\nrelevant allocations not covered in After Tax Enterprise Profit Retention),\nmanagement (including the management of Seller), maintenance, water, ash\ndisposal, materials, dispatch service fee, environmental compliance, insurance\npremiums, land use, administration, ratable funding for major maintenance\noverhauls, interest on working capital, costs associated with the exchange of\nRMB for Dollars, and amortization of deferred expenses*. All costs will include\nestimates of price escalation for the applicable period.\n\n     Operation and Maintenance Costs will be separated into costs budgeted to be\nactually incurred and payable in RMB (RMB Operation and Maintenance Costs) and\nin Dollars ($ Operation and Maintenance Costs) to be used in the formula for the\nUnit Production Charge.\n\n\n                                      A-1\n\n[*** Filed separately with the Commission pursuant to a request for\nconfidential treatment.]\n\n\n- ----------\n*    Deferred expenses will include costs to establish Seller, etc.\n\n\n'Fuel Expenses' shall be, for each Base Output Period,  budgeted amounts for all\nfuel costs,  including  all costs of fuel supply,  transportation,  exchange and\nstorage,  necessary for the Facility to produce the Base Output.  All costs will\ninclude estimates of price escalation for the applicable period. The budgets for\nFuel  Expenses  will  include  assumptions  of the coal price per ton, the plant\naverage  consumption  rate (in  grams\/kWh),  coal  quality and heat  content and\nassumptions  of the oil price per ton,  oil  quality  and heat  content  and the\nannual oil consumption  determined by the number of annual unit starts and other\noperations requiring oil.\n\n         'Annual Depreciation Amount' =\n         ------------------------------\n\n              (Fixed Asset Total Book Value)  x  Classified Depreciation Rate;\n\nWhere:\n\n'Fixed Asset Total Book Value' equals the total project cost to complete the\nProject including all compensation made in accordance with the construction\ncontracts, construction management costs, any taxes or fees imposed on the\nProject, working capital, debt service reserves and all development fees\nunanimously agreed to by the investors in Seller. Also included in the total\nProject cost which is required for the completion of Project construction will\nbe the interest accrued on all debt during construction and other relevant\nexpenses.\n\n'Classified  Depreciation  Rate'  shall mean the  depreciation  rate  determined\naccording to the classified service life provided in the relevant document.\n\n'Base  Output'  shall mean (i) for the period  beginning on the Unit One Testing\nDate and ending on the date immediately preceding the Unit Two Testing Date, the\nkilowatt-hour  amount  equal to the  product of the Rated  Capacity of the first\nunit of the Facility  multiplied by [***] % multiplied by the number of hours in\nthis period; (ii) for the period beginning on the Unit Two Testing Date (if such\ndate is not the first day of a calendar  year) and ending on the last day of the\ncalendar  year in which the Unit Two  Testing  Date  occurs,  the  kilowatt-hour\namount  equal to the  product  of the  Rated  Capacity  of the two  units of the\nFacility multiplied by [***] % multiplied by the number of hours in this period;\nand (iii) for each calendar year thereafter,  the kilowatt-hour  amount equal to\nthe product of the Rated Capacity of the two units of the Facility multiplied by\n[***] hours,  except that for the calendar year during which the expiration date\nof the Power Purchase and Sale Contract  occurs (if such  expiration date is not\nthe last day of such calendar year), the Base Output shall be the  kilowatt-hour\namount  equal to the  product  of the  Rated  Capacity  of the two  units of the\nFacility  multiplied  by  [***] %  multiplied  by the  number  of  hours in such\ncalendar year prior to the expiration date.\n\n'Conversion Factor' shall equal\n                                      A-2\n\n\n[*** Filed separately with the Commission pursuant to a request for confidential\ntreatment.]\n\n                                        (Average  Conversion  Rate(t) - \n                                         Average  Conversion Rate(m - 1)\nAverage Conversion Rate(m) x [1 +  (-------------------------------------------]\n                                           Average Conversion Rate(m - 1)\n\nwhere:\n\n  (m)     shall mean the 30 day period immediately preceding the date of\n          calculation\n\n  (t)     shall mean the 12 month period immediately prior to the date of\n          calculation\n\n  (m - 1) shall mean the 30 day period immediately preceding the 12 month period\n          prior to the date of calculation\n\n'Average Conversion Rate' shall equal the average of the Conversion Rate for\neach day over the applicable period.\n\n'Conversion Rate' shall mean the closing selling exchange rate of Renminbi for\nDollars published by the People's Bank of China (or any successor entity\npublishing such rate).\n\nAt such time as the Renminbi is freely  convertible and an international  market\nbased forward rate is  available,  the  Conversion  Factor shall be set equal to\nsuch quoted  forward  exchange  rate of Renminbi for Dollars which is six months\nfrom the beginning of each Base Output Period.\n\n         (2) 'FC' is the Unit Profit Charge Before Tax which shall be expressed\nin RMB per kilowatt hour and shall be calculated pursuant to the following\nformula:\n\n                      FC =       Unit Profit\n                               --------------\n                             1 - Income Tax Rate\n\n\nUnit Profit = (Foreign Party's Annual Profit          Chinese Party's\n               x Conversion  Factor)                   Annual Profit\n              -------------------------------  +  -----------------------  +\n                       Base  Output                     Base Output   \n                                                 \n\n(Annual $ Debt Service  Payment x  Conversion  Factor) + Annual RMB Debt \n Service Payment\n- -------------------------------------------------------------------------  +\n                                   Base Output\n\n\nAnnual  Depreciation  Loan  Repayment     After Tax Enterprise Profit Retention\n- -------------------------------------  +  ------------------------------------- \n            Base  Output                              Base Output         \n                                          \n\n\nWhere:\n\n'Annual  Profit'  shall be the annual  amounts  listed on Exhibit A-1 which have\nbeen calculated to yield a projected  [***] % financial  internal rate of return\non registered capital over the joint venture term of Seller.\n\n'Registered  Capital  Contribution'  shall  be  equal  to the  total  registered\ncapital, denominated in RMB, provided by Seller's joint venture partners through\nthe Unit Two Commercial Operation Date.\n\n\n                                      A-3\n\n\n'Annual $ Debt Service  Payment'  shall be an annual Dollar payment in an amount\nequal  to  the  annual  amount  required  to pay  all  principal  on the  Dollar\ndenominated debt financing for the Project.\n\n'Annual RMB Debt Service Payment' shall be an annual RMB payment in an amount\nequal to the annual amount required to pay all principal on the RMB denominated\ndebt financing for the Project.\n\n'After Tax Enterprise Profit Retention' shall be all amounts required pursuant\nto law to be set aside by Seller from the after-tax profits of the Project\ndeposited in the Reserve Fund, Enterprise Development Fund and the Bonus and\nWelfare Fund for Staff and Workers,  and any other similar funds  required to be\nset up and  funded  by any other  government  entity  in the  future.  After Tax\nEnterprise  Profit Retention for each annual period shall be determined for each\nBase Output Period based on the amount of after-tax  profits estimated by Seller\nfor each such year.\n\n'Income Tax Rate' shall be the actual  percentage  tax rate that will be applied\nto Seller in the Base Output Period.\n\n'Annual  Depreciation  Loan  Repayment'  shall equal that  portion of the annual\ndepreciation fund which is used to pay the principal of the debt.\n\n     (3) 'OT Rate' is the  Other Tax Rate  which  shall be the rate  payable  in\nrespect  of any  taxes  that  Seller  is  obligated  to pay  other  than  VAT on\nproduction  sales.  Details  of this  component  would be  established  upon the\nintroduction of those new taxes. **\n\n* Purchaser  recognizes that the intent of this provision is to cause the Energy\nPayment to Seller to be adjusted so that the net amount  received  after payment\nof all taxes and fees other than VAT equals the net amount  that would have been\nreceived had the taxes and fees not been imposed.\n\n     (4) 'VAT Rate' shall be the actual VAT rate  applicable  to Seller's  sales\nrevenues at Base Output.\n\n     (5) 'EC' is the Unit  Financial  Charge which shall be expressed in RMB per\nkilowatt hour and shall be calculated pursuant to the following formula:\n\n                       EC =   Financial Expenses\n                              ------------------\n                                  Base Output\n\n'Financial Expenses' shall mean, during the operation period of the Project, the\ninterest of the loan for the construction of, and expenses incurred in financing\nthe operations of the Project,  projected on an annual basis. Financial Expenses\nrelated to the Dollar debt shall include interest,  related fees and withholding\ntaxes\n\n\n                                      A-4\n\n[***  Filed   separately  with  the  Commission   pursuant  to  a  request  for\nconfidential treatment.]\n\n\n(grossed up for taxes payable by Seller)  imposed  pursuant to relevant  Chinese\nregulations on the Dollar  denominated debt financing for the Project multiplied\nby Conversion Factor, that is:\n\n\n     Financial Expenses related to the $ Debt Financing x Conversion Factor\n\nRMB  Financial   Expenses  shall  include  interest  and  related  fees  on  RMB\ndenominated debt financing for the Project.\n\n     (6) 'QC' is the Unit Net Non-Business Expenditures which shall be expressed\nin RMB per  kilowatt  hour and shall be  calculated  pursuant  to the  following\nformula:\n\n        QC = Non-Business Expenditures - Non-Business Income\n             -----------------------------------------------\n                              Base Output\n\n'Non-Business  Expenditures'  and  'Non-Business  Income'  mean  the  amount  of\nexpenditures and income,  respectively,  of Seller which have no direct relation\nto the operation of the Project.\n\n     (7) The Unit True-Up  Charge  ('TC') shall be expressed in RMB per kilowatt\nhour and shall be calculated pursuant to the following formula:\n\nTC =    Cost Recovery Balance at the Time of Price Calculation X \n         (1 + True-up Charge Interest Rate\/2)\n        --------------------------------------------------------\n                               Base Output\n\nWhere:\n\n'Cost  Recovery  Balance' for any given month,  shall be equal to Cost  Recovery\nBalance for the previous month x (1 + True-up Charge Interest Rate\/12)\n\n+ Cost Recovery for the month\n\n- - Cost Recovery  Balance that has been absorbed in the Energy Payment,  pursuant\nto a power price adjustment provided in this section.\n\n'True-up Charge Interest Rate' shall equal [***] % per annum.\n\n'Cost Recovery'  shall equal the difference  between the total sum of the actual\ncosts and the total sum of the budgeted costs of all of the components contained\nin this  price  formula,  which  reflects  economic  changes  in the  underlying\nassumptions  contained in the price formula.  Factors which affect components in\nthis price  formula  include,  but are not  limited  to: (i) fuel price  changes\naffecting Fuel Expenses; (ii) raw material price changes affecting Operation and\nMaintenance Costs; (iii) changes in the Conversion Rate affecting the Conversion\nFactor;  (iv) changes to the type or rate of taxes affecting the Other Tax Rate,\nIncome  Tax Rate or VAT Rate,  (v)  changes  in various  funds  which  Seller is\n   \n                                   A-5\n\nrequired to maintain  affecting  After Tax  Enterprise  Profit  Retention;  (vi)\npolicy-related changes in expenditures (including a Change in Law) affecting any\nof the price  formula  components;  and (vii) any  other  costs not  within  the\ncontrol of Seller (except for increased costs due solely to operations in excess\nof the Base Output).\n\nReferences in this Appendix A to annual  periods shall be deemed to refer to the\nactual length of the relevant Base Output Period.\n\n\n\n\n\n\n\n                                      A-6\n\n[***  Filed   separately  with  the  Commission   pursuant  to  a  request  for\nconfidential treatment.]\n\n\n\n                                   APPENDIX A1\n                                     PROFIT\n\n\nChinese Party Registered Capital                     132,911 (000 RMB)\n\nForeign Party Registered Capital                     37,364 (000 USD)\n\nRegistered Capital Contribution Date                 1-Jun-96\n\nCommercial Operation Date                            1-Jan-98\n\nReturn on Investment During  Construction = \n\n          Registered Capital Contributed X ([***] ^L)\n\n\nWhere: L equals the number of years of construction\n\nAnnual Profit = (Registered Capital contributed + Return on Investment During\nConstruction) x IRR Factor\n\nWhere:\n\nIRR FACTOR =       20          1\n                   E     --------------\n                   n=1   1\/(1+ [***])^n\n\n\n- --------------------------------------------------------------------------------\n\n     Foreign Party Annual Profit                 Chinese Party Annual Profit\n  Year                 Amount (000 USD)       Year              Amount (000 RMB)\n\n\n\n [***]                      [***]             [***]                  [***]\n\n\n\n\nThe above  numbers  shall be adjusted to reflect the actual amount of Registered\nCapital Contributed,  the actual date of Registered Capital Contribution and the\nactual Commercial Operation Date.\n\n\n                                   APPENDIX B\n\n                            POINT OF INTERCONNECTION\n\n     The  Point of  Interconnection  shall be at the 110 KV  transmission  frame\ntowers located inside the south fence of the Seller's 110 KV switchyard.\n\n\n\n\n\n                                   APPENDIX C\n\n                                TECHNICAL LIMITS\n\n1.   Electrical System Characteristics\n\n     (a)  Voltage:          110 kV (equipment should be suitable for grid\n                            voltage variations from 107 kV - 126 kV).  During\n                            plant operation, Seller's main transformer output\n                            voltage shall coordinate with Purchaser's receiving\n                            voltage.\n\n     (b)  Power Factor:     Power factor operating range at the 110 kV\n                            Point of Interconnection is 0.85 (lag) to 1.0\n                            power factor.\n\n     (c)  Grid Frequency:   50 Hertz - 2.0 Hertz to + 1.0 Hertz\n\n2.   Individual Generating Unit Characteristics. The values contained in\n     this Appendix C are based on achieving an installed capacity of 115\n     MW net per Unit.  (Parasitic load has been deducted)\n\n     (a)  Capacity of Generating Equipment.\n\n          (i)    147 MVA generating capacity\n\n          (ii)   125 MW continuous capacity\n\n          (iii)  Generator main transformers are rated 150 MVA.\n\n     (b)  Start-up Times.  Start-up times are from boiler light-off to full\n          load, and do not include time for mobiliation and purging, for which\n          fifteen (15) minutes minimum is required. Start-up times are minimum.\n\n          Normal Operation\n\n          Coal Start from ambient            10 hours\n          Warm Start after 40 hours           7 hours\n          shutdown\n          Hot Start after 10 hours            4 hours\n          shutdown\n\n     (c)  Maximum Loading and Deloading Rates.\n\n          Mode      Load      Ramp Rate\n                    (MW)      (MW\/min.)\n          ----      ----      ---------\n          Cold      0-20      0.17\n          Cold      20-125    0.39\n\n\n\n\n                                   APPENDIX D\n\n                            CAPACITY TEST PROCEDURES\n\n\n     Capacity  Test to establish  the Rated  Capacity of a Unit will be the same\ntest as described in Appendix D (Capacity Test Prodecures) of the Power Purchase\nand Sale Contract between Seller and Henan Electric Power Corporation. Purchaser\nagrees to accept the result of such capacity test.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9613,9619],"class_list":["post-42675","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42675","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42675"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42675"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42675"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42675"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}