{"id":42678,"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-contract-chengdu-huaxi-electric-power.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"power-purchase-contract-chengdu-huaxi-electric-power","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/power-purchase-contract-chengdu-huaxi-electric-power.html","title":{"rendered":"Power Purchase Contract &#8211; Chengdu Huaxi Electric Power Shareholding (Group) Company Ltd. and Chengdu AES Kaihua Gas Turbine Power Co. Ltd."},"content":{"rendered":"<table border=\"0\" cellspacing=\"0\" cellpadding=\"7\" width=\"100%\">\n<tr>\n<td>\n<pre>\n Information contained herein, marked with [***], is being filed pursuant to a\n                      request for confidential treatment.\n\n\n\n\n\n\n                             POWER PURCHASE CONTRACT\n\n                                     BETWEEN\n\n         CHENGDU HUAXI ELECTRIC POWER SHAREHOLDING (GROUP) COMPANY LTD.\n\n                                       AND\n\n                         CHENGDU AES KAIHUA GAS TURBINE\n                                 POWER CO., LTD.\n\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\nARTICLE 1.        GENERAL PRINCIPLES...........................................\n\nARTICLE 2.        DEFINITIONS..................................................\n         2.01     Definitions..................................................\n\nARTICLE 3.        PARTIES TO THE CONTRACT......................................\n         3.01     The Parties..................................................\n         3.02     Mutual Representations and Warranties........................\n\nARTICLE 4.        RIGHTS AND OBLIGATIONS OF THE PARTIES........................\n         4.01     Rights and Obligations of the Seller.........................\n         4.02     Rights and Obligations of the Purchaser......................\n\nARTICLE 5.        POWER STATION OPERATION AND DISPATCH.........................\n         5.01     Power Station Operation and Maintenance......................\n\nARTICLE 6.        MEASUREMENT OF ELECTRICAL ENERGY.............................\n         6.01     Installation and Maintenance of Meters.......................\n         6.02     Measurement of Electrical Energy.............................\n\nARTICLE 7.        PRICING......................................................\n\nARTICLE 8.        PAYMENT CALCULATIONS.........................................\n         8.01     Payment for Annual Minimum Quantity Energy...................\n         8.02     Payment for Failure to take the Annual Minimum Quantity......\n         8.03     Payment for Additional Sales.................................\n         8.04     Failure to Accept Electrical Energy..........................\n         8.05     Electricity Fee Payments.....................................\n\nARTICLE 9.        TERM AND TERMINATION.........................................\n         9.01     Term.........................................................\n         9.02     Defaults and Termination.....................................\n\nARTICLE 10.       INDEMNIFICATION..............................................\n         10.01    Indemnification..............................................\n\nARTICLE 11.       GOVERNING LAW AND DISPUTE RESOLUTION.........................\n         11.01    Governing Law................................................\n         11.02    Change of Law................................................\n         11.03    Friendly Consultations.......................................\n         11.04    Arbitration..................................................\n         11.05    Continuing Rights and Obligations............................\n         11.06    Enforcement of Award.........................................\n         11.07    Waiver of Sovereign Immunity Defense.........................\n\n\nARTICLE 12.       FORCE MAJEURE................................................\n         12.01    Definition of Force Majeure..................................\n         12.02    Parties' Obligations Upon Occurrence of Force Majeure........\n         12.03    Notification Requirement ....................................\n         12.04    Change of Circumstances......................................\n\nARTICLE 13.       ASSIGNMENT...................................................\n         13.01    Assignment...................................................\n\nARTICLE 14.       MISCELLANEOUS PROVISIONS.....................................\n         14.01    Notices......................................................\n         14.02    Binding Effect...............................................\n         14.03    Language.....................................................\n         14.04    Confidentiality..............................................\n         14.05    Severability.................................................\n         14.06    Entire Contract..............................................\n         14.07    Effectiveness................................................\n         14.08    Insurance....................................................\n\nAPPENDIX A.\n\n         INTERCONNECTION AND DISPATCH CONTRACT\n\nAPPENDIX B.\n\n          METERING POINT AND POINT OF DELIVERY\n\nAPPENDIX C.\n\n         TERMINATION CHARGE\n\nAPPENDIX D.\n\n         THE  ELECTRIC  TARIFF  ADJUSTMENT  METHOD  FOR  CHENGDU  AES KAIHUA GAS\n         TURBINE POWER CO., LTD.\n\n\n\n\n\nARTICLE 1.        GENERAL PRINCIPLES\n\nThis Power Purchase Contract  (including all Appendices  attached hereto,  (\"the\nContract\") is made in Chengdu,  Sichuan Province, the People's Republic of China\non this ____th day of July,  1996 by and between  Chengdu Huaxi  Electric  Power\nShareholding (Group) Company Ltd. [Chinese Characters]  (hereinafter referred to\nas the \"Purchaser\") and Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.  [Chinese\nCharacters]  (hereinafter  referred to as the  \"Seller\").  Each of Purchaser and\nSeller may hereinafter individually be referred to as a \"Party\" and collectively\nas the \"Parties.\"\n\nAfter  friendly  consultations   conducted  in  accordance  with  the  laws  and\nregulations of the People's Republic of China and on the basis of the principles\nof equality and mutual benefit, the Parties agree as follows:\n\n\nARTICLE 2.        DEFINITIONS\n\n2.01     Definitions\n\n         For purposes of this Contract,  the  capitalized  items set forth below\n         will have the following corresponding meanings:\n\n         (a)      \"Acceptable  Power  Factor\"  means  that  for any  month,  the\n                  average  power factor for the Power  Station  shall be between\n                  0.8 and 0.85;\n\n         (b)      \"Annual  Energy  Payment\" has the meaning set forth in Article\n                  8.02 hereof;\n\n         (c)      \"Annual Minimum Quantity\" or \"AMQ\" has the meaning given it in\n                  the Electric Tariff Adjustment Method;\n\n         (d)      \"Capital  Return\"  has the  meaning  given to it in Schedule 1\n                  which is attached to the Electric Tariff Adjustment Method;\n\n         (e)      \"Change of Law\" means any change in any national,  provincial,\n                  prefectural, municipal or other local law, rule, regulation or\n                  policy in the People's  Republic of China,  relating to taxes,\n                  environmental   issues  or  other   matters   concerning   the\n                  production,  delivery,  or sale of electrical  energy,  or any\n                  change in any  interpretation  thereof that was relied upon by\n                  the Seller in entering into this Contract;\n\n         (f)      \"Commencement  of Operations Date\" means the date on which the\n                  Power  Station  goes into  commercial  operation as more fully\n                  described in Article 4.01(h) hereof;\n\n         (g)      \"Current  Tariff\"  shall  have  the  meaning  given  it in the\n                  Electric Tariff Adjustment Method;\n\n         (h)      \"Declared  Capacity\"  means the Net Station  Capacity which is\n                  declared by the Seller in a written notice to the Purchaser on\n                  the Commencement of Operations Date and on or before the first\n                  day of each calendar year thereafter,  as being the applicable\n                  Net Station  Capacity in effect  until the next such notice is\n                  given;\n\n         (i)      \"Dispatch  Provisions\"  means the procedures to be followed by\n                  the Grid, the Purchaser and the Seller, for the scheduling and\n                  control of the  delivery  of  electrical  energy as more fully\n                  detailed in the Interconnection and Dispatch Contract;\n\n         (j)      \"Dispatch  Center\"  means the Sichuan  Power  Dispatch  Bureau\n                  located in Chengdu City,  Sichuan Province,  People's Republic\n                  of China, and any successor thereof;\n\n         (k)      \"Electric Tariff Adjustment  Method\" means the Electric Tariff\n                  Adjustment  Method  entered into between the Purchaser and the\n                  Seller which is attached as Appendix D hereto, and approved by\n                  the Price Bureau,  that defines the Current  Tariff to be paid\n                  by the Purchaser to the Seller, and subsequent  adjustments to\n                  the Current Tariff;\n\n         (l)      \"Electricity Fee\" means the amount to be paid by the Purchaser\n                  to the Seller pursuant to Article 8.05(b) hereof;\n\n         (m)      \"EPC Contractor\"  means the company or group of companies that\n                  is  responsible  for  the  design,  engineering,  procurement,\n                  construction, startup and testing of the Power Station;\n\n         (n)      \"EPC  Contract\"  means  the  Construction   Services  Contract\n                  between  the Seller  and the EPC  Contractor  for the  design,\n                  engineering,  procurement,  construction, start-up and testing\n                  of the Power Station;\n\n         (o)      \"Force  Majeure\" has the meaning  given to it in Article 12.01\n                  hereof;\n\n         (p)      \"Fuel Contract\" means the Gas Purchase and Supply Contract for\n                  the purchase and  transportation  of fuel to the Power Station\n                  between the Seller and the Fuel Supplier, as such contract may\n                  be amended from time to time;\n\n         (q)      \"Fuel Supplier\" means the Chengdu Huachuan Petroleum &amp; Natural\n                  Gas Exploration and Development Company;\n\n         (r)      \"Gas Interconnection  Facility\" has the meaning given to it in\n                  the Fuel Contract;\n\n         (s)      \"Grid\" means Sichuan  Provincial  Power Bureau,  the owner and\n                  operator  of the  electric  transmission  system  to which the\n                  Power Station will be connected;\n\n         (t)      \"Interconnection  Approval\" means the approval received by the\n                  Seller from the Grid  establishing  the right of the Seller to\n                  connect to the electric transmission system of the Grid;\n\n         (u)      \"Interconnection  Fee\"  means  the  fee,  associated  with the\n                  Transmission Facilities, paid to the Chengdu City Power Supply\n                  Bureau for the Seller's  right to connect the Power Station to\n                  the Grid;\n\n         (v)      \"Interconnection  and Dispatch  Contract\"  means the contracts\n                  for the  interconnection  and  dispatch  of the Power  Station\n                  attached as Appendix A hereto, as amended or supplemented;\n\n         (w)      \"Joint Venture  Contract\" means the cooperative  joint venture\n                  contract  dated as of November  28,  1995,  entered into among\n                  Chengdu Huaxi  Electric  Power  Shareholding  (Group)  Company\n                  Ltd.,  China National  Aero-Engine  Corporation  and AES China\n                  Generating  Company  Limited  for  the  establishment  of  the\n                  Seller,  as such  cooperative  joint  venture  contract may be\n                  amended or supplemented from time to time;\n\n         (x)      \"KW\" means kilowatt;\n\n         (y)      \"KWH\" means kilowatt hours;\n\n         (z)      \"MW\" means megawatt;\n\n         (aa)     \"MWH\" means megawatt hours;\n\n         (ab)     \"Metering Point\" means the location of the Purchaser's  meters\n                  and the  Seller's  meters as  described in Appendix B attached\n                  hereto;\n\n         (ac)     \"Net Station Capacity\" means the total generation  capacity in\n                  MW of the Power  Station as  measured at the Point of Delivery\n                  after deduction for parasitic load;\n\n         (ad)     \"Point   of   Delivery\"    means   the   physical   point   of\n                  interconnection between the Power Station and the Transmission\n                  Facilities  at  which  the  Purchaser  takes  delivery  of the\n                  electrical  energy  from the  Seller  and where  the  Seller's\n                  equipment  maintenance  responsibility  ends  and  the  Grid's\n                  responsibility  starts as more fully  described in the diagram\n                  set  forth in  Appendix  B  attached  hereto.  Risk of loss of\n                  electrical  energy shall pass from the Seller to the Purchaser\n                  at the Point of Delivery;\n\n         (ae)     \"Power  Factor  Penalty\"  means  the  penalty  imposed  on the\n                  Seller,  per KWH, for failure to achieve the Acceptable  Power\n                  Factor in any given month as calculated in accordance with the\n                  Document of the Ministry of Hydro Power and Electricity - 1982\n                  No. 21;\n\n         (af)     \"Power Station\" shall mean the simple cycle,  approximately 50\n                  MW (at Site  conditions  and net of parasitic  load)  electric\n                  generating power plant,  consisting of a gas turbine generator\n                  set, to be  constructed  on and operated at the Site and owned\n                  by the Seller,  including,  without limitation,  the Site, all\n                  machinery, equipment,  installations,  warehouses, fuel pumps,\n                  pipes and pipelines,  control  facilities,  shops,  buildings,\n                  meters and  interconnection  equipment  and  substation at the\n                  Site,  required to construct  and\/or operate the Power Station\n                  in a manner  which  allows  Seller  to comply  fully  with its\n                  obligations under this Contract;\n\n         (ag)     \"PRC Government Authority\" means any ministry, agency, bureau,\n                  department,  political subdivision,  corporation,  commission,\n                  instrumentality or other government authority under the direct\n                  or  indirect  control  of any  central,  provincial  or  local\n                  government of the People's Republic of China;\n\n         (ah)     \"Price  Bureau\"  means the  Chengdu  City  and\/or the  Sichuan\n                  Provincial  price control bureaus and any other PRC Government\n                  Authority  required  to provide an  approval  for the  Current\n                  Tariff or Electric Tariff Adjustment Method;\n\n         (ai)     \"Prudent Electrical  Practices\" means those generally accepted\n                  standards,  as may be  changed  from  time to  time,  that are\n                  commonly  adhered  to by  owners  and  operators  of  electric\n                  generating  power  stations  to design,  engineer,  construct,\n                  operate,  maintain  and test  electric  equipment  within  the\n                  constraints of safety, efficiency,  economy,  reliability, and\n                  equipment manufacturer's recommendations;\n\n         (aj)     \"Transmission  Facilities\" means the  Interconnection  Fee and\n                  the  transmission   facilities  to  be  designed,   purchased,\n                  constructed  and  erected by the Grid  required to connect the\n                  Power  Station  from  the  Point  of  Delivery  to the  Grid's\n                  existing  electrical  system  in order to  permit  the flow of\n                  electrical energy between them;\n\n         (ak)     \"RMB\" or \"Renminbi\"  means the lawful currency of the People's\n                  Republic of China;\n\n         (al)     \"Site\"  means  the real  property  located  at  Chengdu  City,\n                  Sichuan  Province,  People's Republic of China as described in\n                  Appendix 1 of the Joint Venture  Contract upon which the Power\n                  Station is located;\n\n         (am)     \"Term\" means the term of this Contract as defined in Article 9\n                  hereof;\n\n         (an)     \"USD\" or \"US$\" means the lawful  currency of the United States\n                  of America.\n\n\nARTICLE 3.        PARTIES TO THE CONTRACT\n\n3.01     The Parties\n\n         The Parties to this Contract are:\n\n         (a)      Purchaser,  Chengdu Huaxi Electric Power Shareholding  (Group)\n                  Company Ltd.,  registered in Chengdu City,  Sichuan  Province,\n                  the People's  Republic of China with its legal  address at No.\n                  24 Nan San  Duan Y.  Huan  Road,  Chengdu,  Sichuan  Province,\n                  People's Republic of China.\n\n                  Legal Representative of Purchaser:\n\n                  Name: Qu Delin\n                  Position: General Manager\n                  Nationality: Chinese\n\n         (b)      Seller,  Chengdu  AES KAIHUA  Gas  Turbine  Power  Co.,  Ltd.,\n                  registered in Chengdu  City,  Sichuan  Province,  the People's\n                  Republic  of China with its legal  address  in the  Enterprise\n                  Development Zone, Jintang County,  Sichuan Province,  People's\n                  Republic of China.\n\n                  Legal Representative of Seller:\n\n                  Name: Qu Delin\n                  Position: Chairman of the Board\n                  Nationality: People's Republic of China\n\n3.02     Mutual Representations and Warranties\n\n         Purchaser and Seller each represent and warrant the following:\n\n         (a)      Each Party  possesses  full power and  authority and the legal\n                  right to enter this  Contract  and to perform its  obligations\n                  herein; and\n\n         (b)      The  representative  of each Party whose  signature is affixed\n                  hereto has been fully  authorized to sign this Contract and to\n                  bind its respective Party thereby.\n\nARTICLE 4.        RIGHTS AND OBLIGATIONS OF THE PARTIES\n\n4.01     Rights and Obligations of the Seller\n\n         (a)      Sale and  Delivery of  electrical  energy  during start up and\n                  testing:  Prior to the  Commencement of Operations Date of the\n                  Power Station,  the Seller agrees to deliver electrical energy\n                  generated during the start up and testing of the Power Station\n                  to the Purchaser.\n\n         (b)      Sale and Delivery of  electrical  energy:  Beginning  from the\n                  Commencement of Operations  Date of the Power Station,  Seller\n                  agrees  to  deliver  and  sell at the  Point  of  Delivery  to\n                  Purchaser  all  electrical   energy  generated  by  the  Power\n                  Station, in accordance with the terms of this Contract and its\n                  Appendices  attached  hereto.  Seller  agrees to deliver  such\n                  electrical  energy in accordance with the Dispatch  Provisions\n                  attached  hereto as  Appendix A.  Delivery of such  electrical\n                  energy  will be  subject  to  planned  outages  and  unplanned\n                  outages   as   further   described   in   Article  5  and  the\n                  Interconnection  and Dispatch Contract,  and subject to events\n                  of Force  Majeure as more fully  described in Article 12.01 of\n                  this Contract.\n\n         (c)      Exclusivity:  Seller may not sell any  electrical  energy from\n                  the Power Station to anyone other than the Purchaser.\n\n         (d)      Design  and  Construction  of the  Power  Station:  Seller  is\n                  responsible for the development,  design,  and construction of\n                  the  Power  Station.  Seller  will keep  Purchaser  reasonably\n                  informed while performing its obligations as described herein.\n                  Upon the  commencement  of  construction of the Power Station,\n                  Seller shall deliver to the Purchaser, a construction schedule\n                  detailing the planned construction progress and specifying the\n                  expected date of the start of testing of the Power Station.\n\n         (e)      Installation  of Seller's  Meters:  Seller is responsible  for\n                  installing and  maintaining all Seller's meters as required by\n                  this Contract and as more fully described in Article 6.\n\n         (f)      Fuel:  Seller is responsible  for the fuel supply to the Power\n                  Station.\n\n         (g)      Operation  and  Maintenance  of the Power  Station:  Seller is\n                  responsible  for the  management,  operation,  maintenance and\n                  repair of the Power Station.\n\n         (h)      Commencement  of Operations  Date:  Seller is responsible  for\n                  start-up and testing of the Power Station.  Seller will notify\n                  Purchaser in writing upon  completion  of testing of the Power\n                  Station in accordance with the EPC Contract between the Seller\n                  and the EPC  Contractor.  The date set  forth in the  Seller's\n                  notification  to the Purchaser  shall be the  Commencement  of\n                  Operations Date of the Power Station.\n\n         (i)      Power  Factor:  Seller shall operate the Power Station so that\n                  the  Acceptable  Power  Factor is  achieved.  Seller  shall be\n                  liable for the Power  Factor  Penalty for a failure to achieve\n                  the Acceptable Power Factor.\n\n4.02              Rights and Obligations of the Purchaser\n\n         (a)      Purchase and Acceptance of electrical energy: Beginning on the\n                  Commencement   of  Operations  Date  for  the  Power  Station,\n                  Purchaser  will purchase and accept from Seller,  at the Point\n                  of  Delivery,  all  electrical  energy  generated by the Power\n                  Station and  delivered  to Purchaser  in  accordance  with the\n                  Dispatch  Provisions,   this  Contract,   and  the  Appendices\n                  attached  hereto.  Such purchase and  acceptance of electrical\n                  energy will also be subject to planned  outages and  unplanned\n                  outages as more fully  described in Article 5 of this Contract\n                  and the  Interconnection  and Dispatch  Contract,  and will be\n                  subject to events of Force  Majeure  as more  fully  described\n                  Article  12.01  of this  Contract.  To the  extent  electrical\n                  energy is generated for start-up and testing purposes prior to\n                  the  Commencement  of Operations  Date for the Power  Station,\n                  Purchaser  agrees,   at  all  times,   except  during  a  Grid\n                  emergency,  to accept all such electrical  energy at the Point\n                  of Delivery and to pay the Seller seventy percent (70%) of the\n                  Current  Tariff  per KWH for such  electrical  energy.  During\n                  start-up and testing  Purchaser  shall allow Seller to operate\n                  the Power  Station as necessary to complete  plant  testing in\n                  accordance with the EPC Contract.\n\n         (b)      Pricing  Approval:  Purchaser is  responsible  for causing all\n                  approvals   necessary  in  connection   with  the  pricing  of\n                  electrical energy made available to the Purchaser hereunder to\n                  be  received by the Seller  from the  appropriate  level Price\n                  Bureau, and from any other relevant PRC Government  Authority.\n                  Such  approvals  will  include the  approval  of the  Electric\n                  Tariff Adjustment  Method,  the initial Current Tariff and the\n                  principles which will define all future price increases in the\n                  Current Tariff due to higher fuel costs,  increased  operating\n                  and  maintenance  costs,  changes  in the RMB to USD  exchange\n                  rates  which may  affect  payments  of debt  service or profit\n                  repatriation or due to any Change of Law which might adversely\n                  effect the financial return to the Seller.  The obligations in\n                  this  Article  4.02(b) must be satisfied as a condition to the\n                  obligations of the Seller continuing under this Contract.\n\n         (c)      Installation of Purchaser's  Meters:  Purchaser is responsible\n                  for  installing  and  maintaining  all  Purchaser's  meters as\n                  required  by this  Contract  and as more  fully  described  in\n                  Article 6.\n\n         (d)      Other  Government  Approvals:  Purchaser  is  responsible  for\n                  obtaining the  appropriate  approvals  from all PRC Government\n                  Authority  concerning the Purchaser's  obligations  under this\n                  Contract.  Purchaser  will  assist  Seller  in  obtaining  all\n                  permits  and  licenses  as  are   necessary  to  proceed  with\n                  construction  and  operation of the Power  Station.  Purchaser\n                  will  cause the  Interconnection  Approval  and all  approvals\n                  required by Seller for the Fuel Contract to be received by the\n                  Seller.  The  obligations  in  this  Article  4.02(d)  must be\n                  satisfied  as a  condition  to the  obligations  of the Seller\n                  continuing under this Contract.\n\n         (e)      Provision   of   Construction   Electricity:    Purchaser   is\n                  responsible for supplying,  or causing others to provide,  the\n                  Seller  and the  Seller's  EPC  Contractor  a  continuous  and\n                  uninterrupted  supply of electrical energy to the construction\n                  site  during  construction  of the  Power  Station.  For  this\n                  service,  Seller and EPC Contractor  shall not be obligated to\n                  pay more  than the  tariff  paid  for  such  service  by other\n                  similarly  situated general industrial users of such services.\n                  All  rights,  title and  interest  in any  equipment  put into\n                  service  by the  Purchaser  to meet  the  obligations  of this\n                  Article  4.02(e) shall be  transferred  to the Seller upon the\n                  Purchaser's  receipt of the payment  made in  accordance  with\n                  Article 4.02(i) hereof.\n\n         (f)      Provision  of  Standby   Electrical   Energy  and   Utilities:\n                  Purchaser is responsible  for supplying,  or causing others to\n                  provide,  a  continuous  and  uninterrupted  supply of standby\n                  electrical  energy to the Power  Station  for the Term of this\n                  Contract.  Such standby  electrical energy shall be sufficient\n                  for  testing  and  start  up of  the  Power  Station  and  for\n                  providing  basic station  service for the Power Station during\n                  times when the Power Station cannot supply its own energy. For\n                  this service, Seller and EPC Contractor shall not be obligated\n                  to pay more than the  tariff  paid for such  service  by other\n                  similarly situated general industrial users of such services.\n\n         (g)      Provision  of Other  Utilities:  Purchaser  shall  cause to be\n                  provided  to  Seller,  at  Seller's  expense,  all  utilities,\n                  (including,  without  limitation,   telecommunication,   fresh\n                  water, waste disposal) and access to the Site which the Seller\n                  requires in order to construct the Power Station in accordance\n                  with the EPC Contract and to operate the Power  Station in the\n                  manner  contemplated  by this  Contract,  as fired by the fuel\n                  supplied under the Fuel  Contract,  subject only to the Seller\n                  paying the  established,  applicable  customary rate or charge\n                  for the utilities  provided to Seller pursuant to this Article\n                  4.02(g) as paid for by other similarly  situated users of such\n                  utilities.\n\n         (h)      Interconnection: Purchaser is responsible for providing, or if\n                  it is unable to provide,  causing  others to provide,  (i) the\n                  Transmission Facilities necessary to connect the Power Station\n                  to  the  Grid  and  (ii)  the  Gas  Interconnection   Facility\n                  necessary  to  provide  natural  gas  to  the  Power  Station.\n                  Purchaser guarantees that (i) the Transmission Facilities will\n                  be ready and  available  and capable of  supplying  electrical\n                  energy to the  Power  Station  and  accepting  the  electrical\n                  energy  generated  by the  Power  Station  and  (ii)  the  Gas\n                  Interconnection  Facility  will  be  ready  and  available  to\n                  deliver  natural  gas  to  the  Power  Station  prior  to  the\n                  scheduled  start of testing of the Power Station under the EPC\n                  Contract.  In the event the  Purchaser  fails to  fulfill  its\n                  obligations  as  provided  for in this  Article  4.02(h),  the\n                  Commencement  of Operations  Date for the Power Station shall,\n                  notwithstanding  such failure, be deemed to have occurred upon\n                  notice by the Seller to the  Purchaser  that the Power Station\n                  is ready to commence sales of electrical energy hereunder, and\n                  thereafter the Purchaser  shall pay to the Seller,  commencing\n                  on the date of such notice, the Annual Energy Payment.\n\n         (i)      In consideration of the Purchaser  arranging for the provision\n                  of electricity in accordance  with Article 4.02(e) and Article\n                  4.02(f) hereof, utilities in accordance with Article 4.02 (g),\n                  and the  Transmission  Facilities in  accordance  with Article\n                  4.02 (h), Seller shall make a one time payment to Purchaser of\n                  fourteen  million  Renminbi  (RMB 14  million)  no later  than\n                  thirty (30) days  following  the initial  contribution  to the\n                  registered  capital of the  Seller  and Seller  shall also pay\n                  such reasonable costs, as shall be agreed to by Seller, of the\n                  electric  transformer  and associated  facilities as agreed by\n                  the  Seller,  required  for the supply of  electricity  to the\n                  Power Station.\n\n\nARTICLE 5.        POWER STATION OPERATION AND DISPATCH\n\n5.01              Power Station Operation and Maintenance\n\n         (a)      Planned  Outages:  The Parties  agree and  understand  that in\n                  order to undertake necessary overhaul, maintenance, inspection\n                  and repair of the Power  Station,  the Seller is  entitled  to\n                  completely  shutdown  or  partially  reduce  the output of the\n                  Power Station for periods of time. The Seller shall coordinate\n                  the  schedule  of  planned  outages  with  Purchaser  and  the\n                  Dispatch  Center in accordance  with the  Interconnection  and\n                  Dispatch Contract.  Seller shall provide,  in November of each\n                  year, to the Purchaser,  a copy of the planned outage schedule\n                  for the following year.\n\n         (b)      Unplanned  Outages:  The Parties agree and understand  that in\n                  the course of operating the Power Station  unscheduled outages\n                  and  emergencies  may  occur  and  that  the  Seller  shall be\n                  entitled to completely shutdown or partially reduce the output\n                  of the Power  Station for periods of time during such  events.\n                  Seller will use reasonable  efforts to notify Purchaser of any\n                  unscheduled outages, emergencies or other reductions in output\n                  of the Power  Station in accordance  with the  Interconnection\n                  and Dispatch Contract.\n\n\nARTICLE 6.        MEASUREMENT OF ELECTRICAL ENERGY\n\n6.01              Installation and Maintenance of Meters\n\n         (a)      Installation: Seller and Purchaser will each install one meter\n                  at the  Metering  Point.  Both  the  Seller's  meter  and  the\n                  Purchaser's  meter  shall be  capable of  measuring  the Power\n                  Station  output  in  appropriate   units  at  one  (1)  minute\n                  intervals.\n\n         (b)      Testing and  Calibration:  The Parties shall test the metering\n                  equipment as needed,  but no less than twice per year.  If the\n                  difference  between the  measurement by the Seller's meter and\n                  the  Purchaser's  meter is more than plus or minus  two-tenths\n                  (0.2)  of  one  (1%)   percent,   the  Parties  shall  perform\n                  calibration  maintenance  on  the  metering  equipment.   When\n                  calibrating the metering equipment, voltage transformers,  and\n                  current  transformers,  the Parties  shall achieve an accuracy\n                  level no lower than specified in the following standards:\n\n                  (i)      Active Power  Metering  System - IEC 687 -1980 (Class\n                           0.25)\n\n                  (ii)     Voltage Transformer - IEC (Class 0.2)\n\n                  (iii)    Current Transformer -IEC (Class 0.2)\n\n                  A Party will be  notified in advance by the other Party of any\n                  calibration maintenance intended to be undertaken by the other\n                  Party  and  will  be  permitted  to  attend  all  testing  and\n                  calibration.\n\n6.02              Measurement of Electrical Energy\n\n         (a)      All  measurement of electrical  energy  delivered by Seller to\n                  Purchaser  under this  Contract  will be made at the  Metering\n                  Point by suitable kilowatt hour meters.\n\n         (b)      In  any  month,   if  the  number  of  KWHs  measured  by  the\n                  Purchaser's  meter  is  different  from  the  number  of  KWHs\n                  measured  by the  Seller's  meter by more  than  plus or minus\n                  two-tenths  (.2) of one  (1%)  percent,  the  meters  shall be\n                  recalibrated   as  described  in  Article  6.01  (b)  and  the\n                  measurement  of  electrical  energy  used for the  purpose  of\n                  submitting an invoice to the Purchaser  shall be calculated as\n                  described in Article 6.02(d) below.\n\n         (c)      Subject to 6.02(b) above, the measurement of electrical energy\n                  used for the purpose of submitting an invoice to the Purchaser\n                  shall be the Purchaser's meter.\n\n         (d)      In the event of a difference in the measured KWHs as described\n                  in Article  6.01(b)  above,  the  measured  KWHs from the more\n                  accurate  meter,  as  determined  by the testing  described in\n                  Article  6.01 (b)  above,  shall be used  for the  purpose  of\n                  submitting an invoice to the Purchaser.\n\n\nARTICLE 7.        PRICING\n\n                  The  Parties  agree  that  the  price  for  electrical  energy\n                  delivered in accordance  with this Contract  shall be based on\n                  and in  accordance  with  Article  8 hereof  and the  Electric\n                  Tariff Adjustment Method attached as Appendix D hereto.\n\n\nARTICLE 8.        PAYMENT CALCULATIONS\n\n8.01              Payment for Annual Minimum Quantity Energy\n\n                  In each calendar  year, all electrical  energy  delivered,  in\n                  accordance with  instructions from the Dispatch Center, by the\n                  Seller to the Purchaser shall be considered part of the Annual\n                  Minimum  Quantity  until the sum of the  delivered  electrical\n                  energy equals the Annual Minimum Quantity.  For all electrical\n                  energy  delivered  by the Seller to the  Purchaser  under this\n                  Contract,  the  Purchaser  agrees  to pay  the  Seller,  a fee\n                  calculated as follows:\n\n                                      [***]\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n8.02              Payment for Failure to take the Annual Minimum Quantity\n\n                  The  Purchaser  shall be  obligated  to  purchase  the  Annual\n                  Minimum  Quantity.  If (i) the Purchaser or the Grid fails for\n                  any reason to accept the  electrical  energy made available by\n                  the Seller or (ii) the  Dispatch  Center fails in any calendar\n                  year to  dispatch  the Power  Station to meet the  Purchaser's\n                  obligation to purchase the Annual Minimum  Quantity,  and as a\n                  consequence,   the  annual   quantity  of  electrical   energy\n                  delivered  to the Point of  Delivery  is less than the  Annual\n                  Minimum Quantity, the Purchaser agrees to pay the Seller a fee\n                  which  shall be based on the  difference  between  the  actual\n                  electrical  energy  delivered  in the  calendar  year  and the\n                  Annual Minimum  Quantity.  The fee payable by Purchaser  under\n                  this  Article 8.02 shall be invoiced by Seller to Purchaser in\n                  January of each year. Such fee shall be calculated as follows:\n\n                                      [***]\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n8.03              Payment for Additional Sales\n\n                  Seller  shall make  available  as much  additional  electrical\n                  energy, above the Annual Minimum Quantity, to the Purchaser as\n                  is consistent with Prudent Electrical Practices, the technical\n                  limits of the Power Station, the safe and prudent operation of\n                  the Power Station and the Dispatch  Provisions.  The Purchaser\n                  agrees  to   purchase,   in   accordance   with  the  Dispatch\n                  Provisions,  all the additional  electrical energy,  above the\n                  Annual  Minimum   Quantity,   made  available  by  the  Seller\n                  calculated as follows:\n\n                                      [***]\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n8.04              Failure to Accept Electrical Energy\n\n                  Beginning on the Commencement of Operations  Date,  during any\n                  month in which the  Power  Station  is  available  to  deliver\n                  electrical  energy for more than [***] hours, if the Purchaser\n                  fails at any time and for any  reason to  accept  [***] MWH of\n                  electrical  energy from the Power  Station in such month,  the\n                  Purchaser  shall  pay  the  Seller  in each  such  month a fee\n                  calculated as follows:\n\n                                      [***]\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n                  In the event that the sum of the electrical energy,  delivered\n                  by the Seller in a calendar year and paid for by the Purchaser\n                  in  accordance  with Article 8.01 hereof,  is greater than the\n                  Annual  Minimum  Quantity,  the  Seller  shall  repay  to  the\n                  Purchaser,  all payments made to the Seller under this Article\n                  8.04  in the  month  of  January  following  the  end of  such\n                  calendar year,  plus interest  accrued at the rate of [***]\n                  per day on such amount.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n8.05              Electricity Fee Payments\n\n         (a)      On 26th, 27th or 28th day of each calendar  month,  the Seller\n                  shall read the electric  meters in  accordance  with Article 6\n                  hereof  and  calculate  the  amount  due  from  Purchaser  for\n                  electric energy made available in accordance with Article 8.01\n                  hereof.  The  Purchaser  shall have the right to  witness  the\n                  reading of the meters by the Seller.\n\n         (b)      Invoices: On the fifth day of each calendar month, Seller will\n                  deliver  an  invoice  to the  Purchaser  detailing  the  total\n                  payment due from Purchaser  pursuant to Article 8.01,  Article\n                  8.02,  Article 8.03 and Article 8.04 hereof  (collectively the\n                  \"Electricity Fee\").\n\n         (c)      Disputes:  Should  there  be  a  dispute  concerning  invoiced\n                  amounts of the Electricity Fee,  Purchaser agrees to remit the\n                  full amount of the invoice.  Upon  resolution  of the dispute,\n                  any sum to be refunded to Purchaser will be paid together with\n                  interest at a rate of [***]  percent per day.  Interest  will\n                  accrue from the date Purchaser paid the invoice until the date\n                  on which the amount is refunded to the Purchaser.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n         (d)      Payment: Subject to the terms of this Contract, Purchaser will\n                  pay to Seller  each  amount  shown on  invoices  submitted  by\n                  Seller.  Such payments  made by Purchaser  will be made before\n                  the twentieth  (20th) day of each  calendar  month without any\n                  withholding  or  deduction.  All payments by the  Purchaser to\n                  Seller  hereunder,  shall be made free and clear of all taxes,\n                  charges,   duties,  and  any  other  governmental  extractions\n                  imposed on the Purchaser.\n\n         (e)      Delinquent Payments:  If any amount payable of the Electricity\n                  Fee is not paid on or  before  the  specified  due  date,  the\n                  delinquent  amount  shall  accrue  interest at a rate of [***]\n                  percent  per day,  until  the date on  which  such  delinquent\n                  amount and the accrued interest thereof is received by Seller.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\nARTICLE 9.        TERM AND TERMINATION\n\n9.01              Term\n\n                  This Contract shall have a term (the \"Term\") commencing on the\n                  date this  Contract is executed  and  delivered by the Parties\n                  hereto and expiring on the fifteenth  (15)  anniversary of the\n                  Commencement of Operations Date, unless terminated  earlier in\n                  accordance with the provisions of this Contract.  If the Power\n                  Station is able to generate electrical energy, but through the\n                  fault of the Purchaser or an event of Force Majeure, is unable\n                  to deliver the  electrical  energy or must reduce the delivery\n                  of the electrical energy, for an aggregate of thirty (30) days\n                  in any one calendar year during the term of the Contract, this\n                  Contract shall be extended for a period equal to the period of\n                  such reduction or suspension of service.\n\n9.02              Defaults and Termination\n\n         (a)      Seller's  Defaults:  Any of the  following  events  shall be a\n                  default  by Seller  under  this  Contract  unless  such  event\n                  occurred as a result of Purchaser's  breach of its obligations\n                  hereunder:\n\n                  (i)      Seller   becomes   bankrupt  or  insolvent  and  such\n                           circumstances  continue  unremedied  for ninety  (90)\n                           days;\n\n                  (ii)     Seller abandons the Power Station for a period of six\n                           (6) months;\n\n                  (iii)    Seller  inexcusably  fails to  generate  and  deliver\n                           electrical  energy to  Purchaser  for a period of one\n                           hundred  twenty  (120)  consecutive  days;   provided\n                           however,  the Seller  shall not be in default if such\n                           failure  on the part of Seller is due to  Purchaser's\n                           or the Grid's failure to accept  electrical energy or\n                           is due to the  failure  of  the  Dispatch  Center  to\n                           dispatch  the Power  Station in  accordance  with the\n                           Interconnection  and Dispatch Contract,  or is due to\n                           the failure of the Fuel  Supplier to deliver  fuel to\n                           the  Power  Station  in  accordance   with  the  Fuel\n                           Contract, or is due to an insurable event or an event\n                           of Force Majeure; or\n\n                  (iv)     Seller   materially   breaches  any  other   material\n                           obligation under this Contract and such circumstances\n                           continue  unremedied  for a  period  of  one  hundred\n                           eighty (180) days.\n\n         (b)      Purchaser's  Defaults:  Any of the following events shall be a\n                  default by the Purchaser under this Contract unless such event\n                  occurred  as a result of  Seller's  breach of its  obligations\n                  hereunder:\n\n                  (i)      Except in the event that the Seller has failed to pay\n                           any taxes or fees due and payable, any PRC Government\n                           Authority  (including,  without  limitation any Price\n                           Bureau)  either (A) revokes or  substantially  alters\n                           any license, permit, or approval previously issued to\n                           the Seller or (B) fails to approve the Current Tariff\n                           or fails to approve  any  adjustment  in the  Current\n                           Tariff required to be made hereunder or in accordance\n                           with the Electric Tariff Adjustment Method;\n\n                  (ii)     an  event  of  default  of the  Fuel  Supplier  under\n                           Article 11.2 of the Fuel Contract occurs;\n\n                  (iii)    Purchaser  is dissolved  or  reorganized  pursuant to\n                           law; provided however,  the Purchaser shall not be in\n                           default if the newly  formed  organization  expressly\n                           assumes Purchaser's obligations described herein, the\n                           provisions  of Article 13.01 are  satisfied,  and the\n                           financial condition of such newly formed organization\n                           is fully acceptable and satisfactory to Seller;\n\n                  (iv)     Purchaser  fails to make a payment in accordance with\n                           this  Contract and such  non-payment  continues for a\n                           period of thirty  (30) days  following  its due date;\n                           provided  that the  Seller  shall  have the  right to\n                           suspend   delivery  of   electrical   energy  to  the\n                           Purchaser after ten (10) days of such non-payment;\n\n                  (v)      Purchaser  materially  breaches  any  other  material\n                           obligation under this Contract and such circumstances\n                           continue  unremedied  for one  hundred  eighty  (180)\n                           days; or\n\n                  (vi)     a   breach   by   the   Dispatch    Center   of   the\n                           Interconnection and Dispatch Contract.\n\n         (c)      Procedures for Termination: Following the occurrence of one of\n                  the   defaults   described   in  Section   9.02   above,   the\n                  non-defaulting  Party may elect to terminate  this Contract as\n                  follows:\n\n                  (i)      The  Party  exercising  its  right to  terminate  the\n                           Contract  will  notify  the  defaulting  Party of its\n                           intent to  terminate.  Such notice  will  specify the\n                           default or breach in reasonable detail.\n\n                  (ii)     Upon  receipt of the  termination  notice,  the Party\n                           charged with  defaulting  under this  Contract  shall\n                           have ninety (90) days,  or ten (10) days in the event\n                           of failure to make any  payment  in  accordance  with\n                           this  Contract,  to cure,  mitigate  or  resolve  the\n                           default.  If the Party  charged  with  breaching  the\n                           Contract has failed to cure, mitigate or resolve such\n                           default within the prescribed cure period,  the Party\n                           exercising its right to terminate this Contract shall\n                           have the right to serve final  notice of  termination\n                           to the defaulting Party.\n\n         (d)      Termination  Charge:  In  the  event  that  this  Contract  is\n                  terminated  prior to the end of the Term, the following  shall\n                  apply:\n\n                  (i)      If the Seller abandons the Power Station prior to the\n                           Commencement of Operations Date of the Power Station,\n                           then no termination charge shall be paid.\n\n                  (ii)     If Seller  terminates this Contract on account of the\n                           default described in Article 9.02(b)(ii) and receives\n                           full payment of the  termination  charge set forth in\n                           Appendix  C  of  the  Fuel  Contract  from  the  Fuel\n                           Supplier, then no additional termination charge shall\n                           be payable by the  Purchaser.  In any such case,  all\n                           rights,  title and  ownership  of the  Power  Station\n                           shall be  transferred  as provided for under the Fuel\n                           Contract   and  the  Seller  shall  have  no  further\n                           obligation to the Purchaser under this Contract.\n\n                  (iii)    In all other  cases,  (including  termination  by the\n                           Purchaser  pursuant  to  Article  9.02(a)  above) the\n                           Purchaser  agrees  to pay the  Seller  a  termination\n                           charge as  calculated in Appendix C which is attached\n                           hereto  within  thirty  (30) days of  receipt  of the\n                           final  notice of  termination  described  in  Article\n                           9.02(c)(ii).  Upon full  payment  of the  termination\n                           charge, all rights, title, and ownership of the Power\n                           Station  shall be  transferred  by the  Seller to the\n                           Purchaser  and  the  Seller  shall  have  no  further\n                           obligation to the Purchaser under this Contract.\n\n         (e)      Remedies upon  Termination:  The Party exercising its right to\n                  terminate this Contract may pursue other remedies available to\n                  it at law or equity or otherwise.  The provisions contained in\n                  this Article  9.02 (d) and Article 9.02 (e) shall  survive the\n                  termination of this Contract.\n\n\nARTICLE 10.       INDEMNIFICATION\n\n10.01             Indemnification\n\n                  Seller and  Purchaser  hereby agree to indemnify and hold each\n                  other,   and   their   respective   agents,   employees,   and\n                  representatives  harmless,  with  respect to loss or damage to\n                  persons  or  property  arising  from  the  gross   negligence,\n                  inexcusable  failure to act, bad faith, or willful  misconduct\n                  in  connection  with  such  Party's   performance  under  this\n                  Contract.\n\n\nARTICLE 11.       GOVERNING LAW AND DISPUTE RESOLUTION\n\n11.01             Governing Law\n\n                  The  validity,   interpretation  and  implementation  of  this\n                  Contract will be in  accordance  with the laws of the People's\n                  Republic of China where such laws are  published  and publicly\n                  available.  In the event there is no  published  and  publicly\n                  available  law in the People's  Republic of China  governing a\n                  particular matter under this Contract,  reference will be made\n                  to general international commercial practices.\n\n11.02             Change of Law\n\n                  Purchaser agrees to indemnify and hold Seller harmless for any\n                  financial impact on Seller's rights or obligations  under this\n                  Contract  attributable  to a  Change  of Law.  In the  event a\n                  Change of Law adversely  affects Seller's  expected  financial\n                  benefit  under  this   Contract,   the  Purchaser   agrees  to\n                  compensate Seller by adjusting the Current Tariff as set forth\n                  in the Electric Tariff Adjustment Method.\n\n11.03             Friendly Consultations\n\n                  In the event of any dispute, controversy, or claim arising out\n                  of or relating to this Contract, or the breach, termination or\n                  invalidity thereof,  the disputing Party shall provide written\n                  notice  thereof to the other Party.  The Parties shall attempt\n                  in the first instance to resolve such dispute through friendly\n                  consultations.\n\n11.04             Arbitration\n\n         (a)      If the dispute is not resolved by friendly consultation within\n                  60 days after  notice of a dispute  is given by a Party,  then\n                  any Party may submit the dispute for final binding arbitration\n                  by the Beijing City Arbitration Commission, in accordance with\n                  its rules then in force. The arbitration  proceedings shall be\n                  held  in  Mandarin  Chinese  and  English.  The  site  of  the\n                  arbitration  shall be Beijing.  Should  there exist a conflict\n                  between the rules of the Beijing City  Arbitration  Commission\n                  and the  provisions of this  Contract,  the provisions of this\n                  Contract will prevail.\n\n         (b)      There shall be three (3)  arbitrators.  All three  arbitrators\n                  shall speak both Mandarin  Chinese and English.  Purchaser and\n                  Seller shall each appoint (1)  arbitrator  within  thirty (30)\n                  days  of the  date of the  request  to  initiate  arbitration.\n                  Within thirty (30) days from the  appointment of the second of\n                  the  Parties'  arbitrators,  the  Parties'  arbitrators  shall\n                  appoint a third  arbitrator  who  shall,  in  addition  to his\n                  duties  as  arbitrator,  act as  chairman  of the  arbitration\n                  tribunal. Arbitrators not appointed within the time limits set\n                  forth  in this  Article  11.04(b)  shall be  appointed  by the\n                  Secretary General of the  International  Center for Settlement\n                  of Investment Disputes.  The Parties hereby waive and renounce\n                  any right to appeal the award of the  arbitration  panel or to\n                  have any question of law or fact  referred to a court or other\n                  forum in the People's  Republic of China except in furtherance\n                  of enforcing the award of the arbitration panel.\n\n         (c)      The award of the  arbitration  panel shall be issued not later\n                  than sixty days  following the close of hearings by the panel.\n                  The  arbitration  award  shall be  final  and  binding  on the\n                  Parties  and shall not be subject to appeal to any court.  The\n                  Parties agree to be bound thereby and to act accordingly.\n\n         (d)      The  costs of  arbitration  shall  be  borne by each  Party as\n                  designated in the arbitration award.\n\n11.05             Continuing Rights and Obligations\n\n                  Whenany   dispute  occurs  and  is  the  subject  of  friendly\n                  consultations,  or arbitration,  the Parties shall continue to\n                  exercise their remaining  respective rights, and fulfill their\n                  remaining respective obligations under this Contract.\n\n11.06             Enforcement of Award\n\n                  The Parties  acknowledge  that any award rendered  pursuant to\n                  Article 11.04 hereof shall be governed by the 1958  Convention\n                  on the  Recognition  and  Enforcement  of Foreign  Arbitration\n                  Awards of the United  Nations.  The award shall be enforceable\n                  in any court that has  jurisdiction  over the losing  Party or\n                  over the property of the losing Party.\n\n11.07            Waiver of Sovereign Immunity Defense\n\n                  In any arbitration proceeding, any legal proceeding to enforce\n                  any  arbitration  award and in any legal  action  between  the\n                  Parties  pursuant to or relating to this Contract,  each Party\n                  expressly  waives the defense of  sovereign  immunity  and any\n                  other defense  based on the fact or  allegation  that it is an\n                  agency or instrumentality of a sovereign state.\n\n\nARTICLE 12.       FORCE MAJEURE\n\n12.01             Definition of Force Majeure\n\n                  \"Force   Majeure\"  means  all  events  which  are  beyond  the\n                  reasonable  control  of the  Parties  to  this  Contract.  For\n                  purposes  of  this  Contract,  events  of  Force  Majeure  are\n                  reasonably  unforeseen,  unavoidable or insurmountable  events\n                  which arise after execution of this Contract and which prevent\n                  total or partial  performance  by any Party.  Such events will\n                  include  but not be  limited  to the  following,  earthquakes,\n                  typhoons,  flood,  fire, any other natural disaster,  strikes,\n                  political  disturbances,  wars,  or any other  instance  which\n                  cannot be reasonably  foreseen,  prevented or controlled.  For\n                  purposes of this Contract,  events of Force Majeure shall also\n                  include  those  events  considered  Force  Majeure  in general\n                  international  commercial  practice and under any agreement or\n                  contract  for  the  supply  of  fuel  to  the  Power   Station\n                  (including,  without  limitation,  any event of force  majeure\n                  under the Fuel  Contract),  and any event which  results in an\n                  interruption  in the  supply  of  fuel to the  Power  Station,\n                  whether or not it was foreseeable.  The Purchaser shall not be\n                  entitled  to claim  Force  Majeure due to any Change of Law or\n                  due to any act of any PRC  Government  Authority or due to any\n                  decrease in the demand for  electrical  energy in the People's\n                  Republic  of China or due to any  increase  in the  supply  of\n                  electrical  energy in the  People's  Republic  of  China.  The\n                  Seller  shall be entitled  to claim  Force  Majeure due to any\n                  Change  of  Law or due  to  any  act  of  any  PRC  Government\n                  Authority  which  prevents  the  Seller  from  performing  its\n                  obligations  hereunder or prevents  the Seller from  realizing\n                  the economic benefits accruing to it under this Contract.\n\n    12.02     Parties' Obligations Upon Occurrence of Force Majeure\n\n                  (i)      If  the  occurrence  of an  event  of  Force  Majeure\n                           prevents  a Party  from  fulfilling  its  obligations\n                           under this  Contract,  the Party will be excused from\n                           performing such obligations provided:\n\n                           (a)      Suspension of  performance  is of no greater\n                                    scope  and  no  longer   duration   than  is\n                                    reasonably required to correct  consequences\n                                    caused by the event of Force Majeure; and\n\n                           (b)      The affected Party's  remaining  obligations\n                                    not  affected by the event of Force  Majeure\n                                    will not be excused.\n\n                  (ii)     The Parties agree to take all reasonable precautions,\n                           due care,  and  reasonable  measures to mitigate  the\n                           consequences of a Force Majeure event.\n\n12.03             Notification Requirement\n\n                  In the event either Party is unable to fulfill its obligations\n                  under this Contract as a result of Force  Majeure,  such Party\n                  will promptly notify the other Party.  Such  notification will\n                  state the nature of the event, the anticipated  duration,  and\n                  any action taken by the affected Party to mitigate the effect.\n\n12.04             Change of Circumstances\n\n                  Notwithstanding  anything herein to the contrary, if any event\n                  of Force Majeure  affecting the operation of the Power Station\n                  or the  performance  of the  obligations  of the  Contract  by\n                  either or both of the Parties  continues  for a period  longer\n                  than one hundred and eighty  consecutive  (180) days (any such\n                  event  or  circumstance  in  this  Article  12.04  hereinafter\n                  referred to as a \"Change of Circumstances\"),  the Seller shall\n                  give notice to the  Purchaser  thereof  and the Parties  shall\n                  meet and  endeavor  to agree to  amendments  to this  Contract\n                  which will  permit  Seller to realize  substantially  the same\n                  benefits and Capital  Return as it would have received had the\n                  Change of Circumstances not occurred. If after sixty (60) days\n                  following the  commencement of a Change of  Circumstances,  no\n                  such agreement to amend the Contract has been reached,  Seller\n                  shall be entitled  upon  written  notice to the  Purchaser  to\n                  terminate this Contract. In any such case of termination,  the\n                  Purchaser shall pay the Seller a termination charge calculated\n                  in accordance  with Appendix C which is attached hereto within\n                  thirty (30) days following  Purchaser's receipt of such notice\n                  of  termination.  Upon full  payment by the  Purchaser  of the\n                  termination  charge,  all rights,  title, and ownership of the\n                  Power  Station  shall  be  transferred  by the  Seller  to the\n                  Purchaser and the Seller shall have not further  obligation to\n                  Purchaser hereunder.\n\n\nARTICLE 13.       ASSIGNMENT\n\n13.01             Assignment\n\n                  Neither  Party  may  assign  or  transfer  any of its  rights,\n                  benefits or obligations  under this Contract without the prior\n                  written consent of the other Party, except as follows:\n\n         (a)      Purchaser's  Rights of  Assignment:  Purchaser  may assign its\n                  rights and  obligations  under this  Contract  to a  successor\n                  statutory  body.  The  successor  statutory  body must provide\n                  financial guarantees  satisfactory to Seller demonstrating the\n                  successor's ability to continue Purchaser's  obligations under\n                  this Contract. In addition, the successor statutory body must,\n                  prior to any such assignment,  expressly agree with the Seller\n                  in writing to be fully bound by  Purchaser's  obligations  set\n                  forth in this Contract.\n\n         (b)      Seller's  Rights of  Assignment:  Seller may assign its rights\n                  and obligations under this Contract to any parent, subsidiary,\n                  shareholder(s) or affiliate.  Such assignment would be for the\n                  purpose  of  constructing,  owning  and  operating  the  Power\n                  Station.  In addition,  the assignee must  expressly  agree in\n                  writing to be fully bound by Seller's obligations set forth in\n                  this Contract.  Upon such assignment,  Seller will be relieved\n                  of all obligations  herein.  Seller may also assign its rights\n                  under this Contract,  including its right to receive  revenues\n                  from the sale of  electrical  energy under this  Contract,  as\n                  security to financial institutions or other lenders of debt or\n                  equity to the Power  Station.  Upon  such  assignment  of this\n                  Contract   and   through   enforcement   by   such   financial\n                  institutions  or other  lenders  of their  rights  under  such\n                  security  assignment or upon  assumption of the obligations of\n                  the Seller by such  financial  institutions  or other lenders,\n                  such assignees shall have the right to perform all of Seller's\n                  obligations under this Contract.\n\n\nARTICLE 14.       MISCELLANEOUS PROVISIONS\n\n14.01             Notices\n\n                  Any  notice  or  written  communication  provided  for in this\n                  Contract  by any  Party  to the  other  Party  will be sent by\n                  facsimile,  telegram or telex,  and confirmed by delivery of a\n                  letter by courier service,  promptly transmitted and addressed\n                  to  the  appropriate  Party.  For  notices  or  communications\n                  delivered  by courier  service,  such notice of  communication\n                  will be considered received twelve (12) days after such notice\n                  or communication is given to the courier service for delivery.\n                  For  notices  or   communications   dispatched  by  facsimile,\n                  telegram  or  telex,  such  notice  or  communication  will be\n                  considered   received  two  (2)  days  after  such  notice  or\n                  communication was dispatched.  All notices and  communications\n                  will be sent to the appropriate addresses set forth in Article\n                  3 of this  Contract  until  the same is  changed  by notice in\n                  writing to and acknowledged by the other Party.\n\n14.02             Binding Effect; Amendment\n\n                  This  Contract  is made  for  the  benefit  of and is  legally\n                  binding on the Parties and their respective  lawful successors\n                  and  assignees.  This  Contract  may be  changed,  amended  or\n                  modified only by a written instrument signed by both Parties.\n\n14.03             Language\n\n                  This  Contract  will be executed and delivered in both Chinese\n                  and English.  Both language  versions of this Contract will be\n                  equally authentic and effective.\n\n14.04             Confidentiality\n\n                  Both  Parties  agree  that  all   information   and  documents\n                  (financial,  technical  or  otherwise)  which are not publicly\n                  available  and which are  obtained  by one Party  will be kept\n                  confidential  by  the  other  Party.  Furthermore,  except  as\n                  required by law, such  information  and documents  will not be\n                  disclosed  to any other  person  or  entity,  other  than such\n                  Party's advisers,  consultants, and lenders and their advisers\n                  and  consultants  without  the prior  written  approval of the\n                  Party from whom the information or documents originated.\n\n14.05             Severability\n\n                  If  any  section,  paragraph,  clause  or  provision  of  this\n                  Contract  is  finally  adjudicated  by a  court  of  competent\n                  jurisdiction to be invalid, the remainder of this Contract, to\n                  the extent reasonably possible,  will remain in full force and\n                  effect as though such section,  paragraph, clause or provision\n                  or any part thereof so adjudicated to be invalid, had not been\n                  included herein.\n\n14.06             Entire Contract\n\n                  This  Contract  and  the  Electric  Tariff  Adjustment  Method\n                  constitute  the entire  agreement  between  the  Parties  with\n                  respect to the subject  matter  contained  herein and therein.\n                  This  Contract  and  the  Electric  Tariff  Adjustment  Method\n                  supersede   all   prior   and   contemporaneous   discussions,\n                  negotiations,  agreements  and  contracts  between the Parties\n                  concerning  their  subject  matter.  In the event of  conflict\n                  between  the  terms and  conditions  of the  Contract  and the\n                  Electric Tariff  Adjustment  Method on one hand, and the terms\n                  and conditions of the Interconnection and Dispatch Contract on\n                  the other,  the terms and  conditions  of the Contract and the\n                  Electric Tariff Adjustment Method shall prevail.\n\n14.07             Effectiveness\n\n                  Notwithstanding   any   provision  to  the  contrary  in  this\n                  Contract,  Seller's  obligations  under this Contract shall be\n                  subject to the Seller's written  confirmation  that each party\n                  to  the  Joint   Venture   Contract   has  made  its   initial\n                  contribution of registered capital to the Seller in accordance\n                  with the terms and conditions of the Joint Venture Contract.\n\n14.08             Insurance\n\n                  Seller shall maintain insurance  coverages equal to or greater\n                  than  those  defined  in  Article  17.02 of the Joint  Venture\n                  Contract.\n\n\n\n\n\nIN WITNESS  WHEREOF,  and  intending  to be legally  bound,  each of the Parties\nhereto have caused this Contract to be executed and to become effective by their\nduly authorized representatives as of the date first set forth above.\n\n\nSIGNATURES\n\nFor the Purchaser:\n\n\n\n\n              [Signature Illegible]\n              ---------------------------------------\n              By:\n\n              Date:\n              Name:\n              Title:\n\n\nFor the Seller:\n\n\n\n\n              [Signature Illegible]\n              ----------------------------------------\n              By:\n\n              Date:\n              Name:\n              Title:\n\n\n\n\n\n\n                                   APPENDIX A.\n\n                     INTERCONNECTION AND DISPATCH CONTRACTS\n\n\n\n                      INTERCONNECTION AND DISPATCH CONTRACT\n\nThis  Interconnection  and Dispatch Contract (the \"Contract\") is entered into as\nof  -------------  July 1996 between  Sichuan Power  Dispatch  Bureau  ([Chinese\ntext])  (\"Dispatcher\")  and  Chengdu  AES KAIHUA  Gas  Turbine  Power Co.,  Ltd.\n([Chinese text])  (\"Seller\").  Terms not otherwise defined herein shall have the\nmeaning  given to them in the Power  Purchase  Contract  between  Chengdu  Huaxi\nElectric  Power  Shareholding  (Group)  Company  Ltd. and Chengdu AES KAIHUA Gas\nTurbine Power Co., Ltd. (the \"Power Purchase Contract\").\n\nI.       Conditions for Interconnection\n\n         The Dispatcher  agrees to the integration of the Power Station into the\n         operations of the Dispatcher's transmission system and of the Grid upon\n         the fulfillment of the following conditions:\n\n         A.       The  Power  Station  shall  possess,  but be not  limited  to,\n                  following technical conditions:\n\n                  1.       All the  generating  equipment  in the Power  Station\n                           shall  be in good  condition,  with  the  ability  to\n                           maintain a continuous and steady output,\n\n                  2.       The Power  Station  shall  have a  comprehensive  and\n                           reliable relay  protection  apparatus,  with adequate\n                           safeguards in operation for circuits of 110 kilovolts\n                           and above,\n\n                  3.       In  order  to  meet  the   requirements  of  dispatch\n                           communications  and the  transmission of information,\n                           there shall be two independent ways of communications\n                           between the Power Station and Dispatch Center,\n\n                  4.       There shall be installed at the Power  Station to the\n                           satisfaction   of  the   Dispatcher   telemetry  data\n                           equipment   in   accordance   with  the   codes   and\n                           specifications  issued by the  Ministry  of  Electric\n                           Power of the People's Republic of China, and\n\n                  5.       All electric energy metering  equipment  installed at\n                           the Power  Station  shall be capable of measuring the\n                           on-grid  output of the Power  Station in  appropriate\n                           units at one (1) minute intervals.\n\n         B.       The technology utilized and operational  management procedures\n                  employed at the Power Station shall be in compliance  with the\n                  regulations and stipulations of electric power industry in the\n                  People's  Republic of China,  and with the requirements of the\n                  Grid.\n\n         C.       The  operations  of the Power  Station  shall be in accordance\n                  with Prudent Electrical Practices at all times.\n\nII.      Dispatch Management\n\n         A.       Commencing on the  Commencement of Operations  Date, the Power\n                  Station will be available for dispatch by the Dispatcher.\n\n         B.       The Seller  and  Dispatcher  agree  that the Power  Station is\n                  normally to be dispatched as a peaking power plant. The Seller\n                  and  Dispatcher  further  agree that the Power Station will be\n                  dispatched  by the  Dispatch  Center at its  maximum  capacity\n                  allowed consistent with international  operating standards and\n                  within the limits  recommended by  manufacturers  of the Power\n                  Station's equipment (hereinafter referred to as the \"Technical\n                  Limits\")  and Prudent  Electrical  Practices.  The  Dispatcher\n                  agrees  that  notwithstanding  the needs of the Grid during an\n                  emergency,  the Dispatcher  shall request the Power Station to\n                  operate according to Paragraph 2.3 below.\n\n         C.       Dispatcher  agrees that at a minimum,  it shall  dispatch  the\n                  Power  Station a sufficient  number of hours so that the Power\n                  Station  can  deliver  the  Annual  Minimum  Quantity  to  the\n                  Purchaser  as  such  term is  defined  in the  Power  Purchase\n                  Contract.\n\n         D.       The Seller shall  accept and comply with the unified  dispatch\n                  of the Power Station by the Dispatcher in accordance with this\n                  Contract.  In case of an  emergency  that might pose a risk to\n                  life  and\/or   safety  of  the  Power   Station's   equipment,\n                  preventative  measures may be taken by the Seller's  personnel\n                  in  accordance   with   acceptable   international   operating\n                  standards and equipment  manufacturers'  recommended operating\n                  procedures and without prior instructions from the Dispatcher.\n                  The  Dispatcher's  personnel  on duty shall be informed of the\n                  situation requiring emergency actions as soon as possible.\n\n         E.       The Seller's duty officer or other employee  posted on duty at\n                  the  Power  Station  shall  never  hide  the  truth  from  the\n                  Dispatcher's  personnel,  and shall report factually and reply\n                  accurately to any inquiries by the  Dispatcher's  personnel on\n                  duty.\n\n         F.       The Dispatcher  shall inform the Seller of a Grid emergency as\n                  soon as possible  after it occurs and when  normal  operations\n                  may be resumed.\n\n         G.       Seller shall be  responsible  for providing to the  Dispatcher\n                  any operational planning  documentation given to the Purchaser\n                  by the Seller at the time such  documentation  is given to the\n                  Purchaser by the Seller.\n\n         H.       The Dispatcher  shall issue such dispatch  instructions as are\n                  necessary  to allow the  Seller and the  Purchaser  to perform\n                  their obligations under the Power Purchase Contract.\n\n\nIII.     Dispatch Parameters\n\n         A.       During each calendar year, the Dispatcher shall issue dispatch\n                  orders so that the number of KWHs  delivered  by the Seller to\n                  the  Purchaser  shall be equal to or  greater  than the Annual\n                  Minimum Quantity as defined in the Power Purchase Contract.\n\n         B.       When the Power Station is  operational,  the Dispatcher  shall\n                  request  the Power  Station  to  deliver  one-hundred  percent\n                  (100%) of the Net Station Capacity.\n\n         C.       The  Dispatcher  shall  not  request  that the  Power  Station\n                  increase or decrease the  capacity of the energy  delivered by\n                  the Power  Station in a manner that would  result in operating\n                  the Power Station's equipment  inconsistent with international\n                  operating  standards,  Prudent  Electrical  Practices  and the\n                  Technical Limits.\n\n         D.       Except in the case of a Grid emergency,  the Dispatcher  shall\n                  not cycle the Power Station between full load and no load more\n                  than twice in a 24 hour period.\n\n\nIV.      Dispatch Schedule\n\n         A.       In order for the Seller to plan its  purchase  of fuel  needed\n                  for the generation of electricity by the Power Station, and to\n                  plan the scheduling of  maintenance  and overhaul of the Power\n                  Station's  equipment,  the Seller  shall  provide the Dispatch\n                  Center  sixty  (60) days prior to the  beginning  of each year\n                  with a  schedule  of the  availability  of the  Power  Station\n                  during the  following  year and its  planned  outages.  Before\n                  December  31st of each year,  the  Seller  and the  Dispatcher\n                  shall  mutually  agree on a schedule of  availability  for the\n                  Power Station for the following year.\n\n         B.       Ten (10) days prior to the beginning of each month,  and three\n                  (3) days prior to the  beginning of each week,  the Seller and\n                  the  Dispatch  Center  shall  confirm  by  written  notice  or\n                  facsimile sent to each other the availability  schedule of the\n                  Power Station for the following month or week, as the case may\n                  be.   The  Seller  and  the   Dispatch   Center  may   propose\n                  modifications to such monthly and weekly availability schedule\n                  provided  such   modifications  are  consistent  with  Prudent\n                  Electrical  Practices and the Technical Limits. To the fullest\n                  extent  possible,  such  modifications  shall be made so as to\n                  minimize costs to the Seller.\n\n         C.       Each day,  prior to 12:00 noon on such day,  the Seller  shall\n                  inform by facsimile the Dispatcher of the Net Station Capacity\n                  available for the following day.\n\n         D.       Each day, prior to 5:00 p.m. on such day, the Dispatch  Center\n                  shall confirm by facsimile its request for  electricity  to be\n                  delivered on the following day.\n\n         E.       As the need for an unplanned  outage arises,  the Seller shall\n                  promptly  provide  notice thereof to the Dispatcher as soon as\n                  such need arises  along with an  estimate of its cause,  scope\n                  and duration.  The Seller and the Dispatch  Center shall agree\n                  on a modification  of the  availability  schedule of the Power\n                  Station to take into  account  such  unplanned  outage.  If an\n                  unplanned  outage  occurs  after  November  1st of any year in\n                  which the Seller has not delivered the Annual Minimum Quantity\n                  to the Purchaser, the Dispatcher shall use its best efforts to\n                  issue dispatch  instructions to the Seller to permit the Power\n                  Station to deliver an amount of energy equal to the  shortfall\n                  resulting  from such outage to the  Purchaser by no later than\n                  April 1st of the following year.\n\n\nV.       Miscellaneous\n\n         A.       The  performance of the obligations of the Dispatch Center and\n                  the Seller  hereunder shall be subject to relief on account of\n                  an event of Force  Majeure in the same  manner and to the same\n                  extent as, in the case of the  Dispatch  Center,  the scope of\n                  the relief  available to the Purchaser for Force Majeure under\n                  the Power  Purchaser  Contract  and in the case of the Seller,\n                  the scope of relief  available to the Seller for Force Majeure\n                  under the Power Purchaser Contract.\n\n         B.       The term of this Contract shall be the same as the Term of the\n                  Power Purchaser Contract.\n\n         C.       The Seller shall have the right to assign this Contract in the\n                  same way and to the same  extent as its  right to  assign  the\n                  Power Purchaser Contract.\n\n         D.       Any dispute arising out of or inconnection  with this Contract\n                  shall  be  resolved  in  accordance  with the  procedures  for\n                  dispute  resolution  set forth in  Article  11.04 of the Power\n                  Purchase  Contract.  In the event of a  conflict  between  the\n                  terms  and  conditions  of this  Contract  and the  terms  and\n                  conditions of the Power Purchase Contract,  the Seller and the\n                  Dispatch  Center shall amend this Contract in accordance  with\n                  the terms and conditions of the Power Purchase Contract.\n\n         E.       This Contract is effective as of the date first written above.\n\n\n\n\n\n\nIN WITNESS  HEREOF,  and intending to be legally bound,  the Dispatch Center and\nthe  Seller  have  affixed  below  the  signatures  of  their  duly   authorized\nrepresentatives.\n\n\n\nFor the Dispatch Center:                       For the Seller:\n\nBy:                                             By:\n  -----------------------------                   ------------------------------\nName:                                           Name:\nTitle:                                          Title:\n\n\n\n\n\n\n               SUPPLEMENTAL INTERCONNECTION AND DISPATCH CONTRACT\n\n\nThis  Supplemental  Interconnection  and Dispatch  Contract (the  \"Contract\") is\nentered  into as of ------  July 1996  between  Sichuan  Power  Dispatch  Bureau\n([Chinese  text])  (\"Dispatcher\")  and Chengdu AES KAIHUA Gas Turbine Power Co.,\nLtd. ([Chinese text]) (\"Seller\").  Terms not otherwise defined herein shall have\nthe meaning given to them in the Power  Purchase  Contract (the \"Power  Purchase\nContract\")  between  Chengdu Huaxi Electric Power  Shareholding  (Group) Company\nLtd. ([Chinese text]) (\"Purchaser\") and the Seller.\n\nThe Dispatcher and the Seller (the \"Parties\") acknowledge that they have entered\ninto the  Interconnection and Dispatch Contract dated as of ---------- July 1996\n(the  \"Interconnection and Dispatch Contract\") and that all terms and conditions\ntherein  (as  amended or  supplemented  by Article 5 below ) are  binding on the\nParties.\n\n1.       Conditions for Interconnection\n\n         The conditions for interconnection  shall be the same as those found in\n         Article 1 of the Interconnection and Dispatch Contract.\n\n2.       Dispatch Management\n\n         The dispatch  management shall be the same as found in Article 2 of the\n         Interconnection and Dispatch Contract.\n\n3.       Dispatch Parameters\n\n         The dispatch  parameters  shall be the same as those found in Article 3\n         of the Interconnection and Dispatch Contract.\n\n4.       Dispatch Schedule\n\n         The  dispatch  schedule  shall be the same as found in Article 4 of the\n         Interconnection and Dispatch Contract.\n\n5.       Supplemental Dispatch\n\n         5.1      In accordance  with the Power  Purchase  Contract,  the Seller\n                  anticipates  and desires to have dispatch orders issued by the\n                  Dispatcher  allowing  the Seller to  deliver to the  Purchaser\n                  additional energy above the Annual Minimum Quantity as defined\n                  in the Power Purchase Contract.\n\n         5.2      In  accordance  with  Article  4 of  the  Interconnection  and\n                  Dispatch  Contract,  the Seller and the Dispatch  Center shall\n                  agree on a number  of KWH above the  Annual  Minimum  Quantity\n                  (the  \"Supplemental  Energy\") that the Seller shall deliver to\n                  the Purchaser each year.\n\n         5.3      The Dispatcher  agrees to issue additional  dispatch orders in\n                  accordance  with Articles 2 and 3 of the  Interconnection  and\n                  Dispatch  Contract  so that the Power  Station can deliver the\n                  Supplemental Energy to the Purchaser.\n\n         5.4      The Seller agrees to pay the  Dispatcher a fee of ----% of the\n                  Current  Tariff for each KWH of  Supplemental  Energy that the\n                  Seller delivers to the Purchaser.\n\n6.       Miscellaneous\n\n         6.1      The  performance of the obligations of the Dispatch Center and\n                  the Seller  hereunder shall be subject to relief on account of\n                  an event of Force  Majeure in the same  manner and to the same\n                  extent as, in the case of the  Dispatch  Center,  the scope of\n                  the relief  available to the Purchaser for Force Majeure under\n                  the Power Purchase Contract and in the case of the Seller, the\n                  scope of relief  available  to the  Seller  for Force  Majeure\n                  under the Power Purchase Contract.\n\n         6.2      The term of this contract shall be the same as the Term of the\n                  Power Purchase Contract.\n\n         6.3      The Seller has the right to assign  this  Contract in the same\n                  way and to the same  extent as its  right to assign  the Power\n                  Purchase Contract.\n\n         6.4      Any dispute arising out of or in connection with this Contract\n                  shall be resolve in accordance with the procedures for dispute\n                  resolution  set forth in Article  11.04 of the Power  Purchase\n                  Contract.  In the event of a  conflict  between  the terms and\n                  conditions  of this  Contract and the terms and  conditions of\n                  the Power  Purchase  Contract,  the  Seller  and the  Dispatch\n                  Center shall amend this Contract in accordance  with the terms\n                  and conditions of the Power Purchase Contract.\n\n         6.5      This Contract is effective as of the date first written above.\n\n\n\n\n\nIN WITNESS  HEREOF,  and intending to be legally bound,  the Dispatch Center and\nthe  Seller  have  affixed  below  the  signatures  of  their  duly   authorized\nrepresentatives.\n\n\n\nFor the Dispatch Center:                    For the Seller:\n\n\nBy:                                          By:\n  ----------------------------                 ------------------------------\n  Name:                                        Name:\n  Title:                                       Title:\n\n\n\n\n                                   APPENDIX B.\n\n                      METERING POINT AND POINT OF DELIVERY\n\n\nThe Metering  Point shall be same as the Point of Delivery.  The Metering  Point\nand the Point of Delivery  shall be on the low voltage side bushings of the main\nstep up transformer after the feed to the station service transformer.\n\n\n                                    [DIAGRAM]\n\n\n\n\n                                   APPENDIX C.\n\n                               TERMINATION CHARGE\n\n\nThe termination charge payable by the Purchaser shall be calculated as follows:\n\n                                     [***]\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n\n\n                                   APPENDIX D.\n\n                                       THE\n\n                        ELECTRIC TARIFF ADJUSTMENT METHOD\n\n                                       FOR\n\n                         CHENGDU AES KAIHUA GAS TURBINE\n                                 POWER CO., LTD.\n\n\n\nSection 1.        Preamble\n\nAfter  friendly  consultation  conducted in  accordance  with the  principles of\nequality and mutual benefit, the following parties  (hereinafter  individually a\n\"Party\" and collectively the \"Parties\") agree to this ELECTRIC TARIFF ADJUSTMENT\nMETHOD  (hereinafter  referred to as the \"Method\").  The  implementation  of the\nMethod shall be the  responsibility  of the Chengdu City Price  Control  Bureau,\nregistered in Chengdu City, Sichuan Province, People's Republic of China (\"Price\nBureau\").\n\n         The Parties to this Method are:\n\n(a) Chengdu Huaxi Electric Power  Shareholding  (Group)  Company Ltd.  ([Chinese\ntext]),  registered in Chengdu City, Sichuan Province,  the People's Republic of\nChina  with its legal  address  at Renmin  Nan Lu,  Chengdu,  Sichuan  Province,\nPeople's Republic of China (\"Purchaser\").\n\n         Legal Representative of Purchaser:\n\n         Name:\n         Title:\n         Nationality:    Chinese\n\n(b) Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. ([Chinese text]),  registered\nin Chengdu City, Sichuan Province, the People's Republic of China with its legal\naddress in the Economic  Development Zone, Chengdu,  Sichuan Province,  People's\nRepublic of China (\"Seller\").\n\n         Legal Representative of Seller:\n\n         Name:  Qu Delin\n         Title:  Chairman of the Board\n         Nationality:    Chinese\n\n\nSection II.       Mutual Representations and Warranties\n\nEach of the Purchaser and the Seller  represents  and warrants that it possesses\nfull  power and  authority  and the legal  right to enter into and abide by this\nMethod and to perform its obligations herein.\n\n\nSection III.      Definitions:\n\nUnless otherwise defined herein,  any capitalized term used in this Method shall\nhave the  meaning  given to such term in the  Power  Purchase  Contract  between\nChengdu Huaxi Electric Power  Shareholding  (Group) Company Ltd. and Chengdu AES\nKAIHUA  Gas  Turbine  Power Co.,  Ltd.,  dated as of  __________  July 1996 (the\n\"Contract\").\n\n\nSection IV.       Purpose:\n\nThe  purpose  of this  Method is to set forth the manner in which the tariff for\nelectrical energy delivered from the Power Station to the Purchaser  pursuant to\nthe Contract is to be  determined  and  adjusted.  The unit price in RMB per KWH\nwhich shall be payable by the Purchaser for electrical energy delivered from the\nPower Station to the Purchaser  pursuant to the Contract shall be, as determined\nand adjusted by this Method, referred to in this Method and defined for purposes\nof the Contract, as the \"Current Tariff\".\n\nSection V.        Budget:\n\n         A.       Initial Budget\n\n                  Prior to the Commencement of Operations  Date,  Seller's board\n                  of directors shall prepare a budget (the \"Initial Budget\") for\n                  the costs Seller  estimates  will be incurred  with respect to\n                  the Power Station from the  Commencement of Operations Date to\n                  the end of the  calendar  year in which  the  Commencement  of\n                  Operations  Date occurs (\"First Tariff  Period\").  The Initial\n                  Budget shall contain  specific  line items and cost  estimates\n                  for the various  components  of the Current  Tariff  which are\n                  defined   in   Section  6  hereof,   and  where   appropriate,\n                  adjustments  to such costs for  fluctuations  in the  exchange\n                  rate.  The amounts in the Initial  Budget which are adopted by\n                  the Seller's board of directors,  as adjusted for fluctuations\n                  in the exchange rate,  shall be the basis for  determining the\n                  initial   Current   Tariff  which  shall  be  payable  by  the\n                  Purchaser.  Such  amounts in the Initial  Budget also shall be\n                  the basis for any adjustments to the initial Current Tariff to\n                  be made  pursuant to Section 8 hereof  during the First Tariff\n                  Period.\n\n         B.       Subsequent Budgets\n\n                  Prior to the end of the First Tariff Period,  and prior to the\n                  end of each  calendar  year  following  the  end of the  First\n                  Tariff  Period,  (each  calendar year following the end of the\n                  First  Tariff  Period  being  hereinafter  referred  to  as  a\n                  \"Subsequent  Tariff Period\"),  the Seller's board of directors\n                  shall  prepare a new budget (a  \"Subsequent  Budget\")  for the\n                  costs the Seller  estimates  will be incurred  with respect to\n                  the Power Station in the applicable  Subsequent Tariff Period.\n                  The  Subsequent  Budget shall contain  specific line items and\n                  cost  estimates  for the  various  components  of the  Current\n                  Tariff  defined  in Section 6 hereof,  and where  appropriate,\n                  adjustments  to such costs for  fluctuations  in the  exchange\n                  rate. It shall also contain an adjustment for the  differences\n                  from  year to  year  between  actual  costs  incurred  and the\n                  budgeted costs.  The amounts in a Subsequent  Budget which are\n                  adopted by the Seller's  board of  directors,  as adjusted for\n                  fluctuations  in the  exchange  rate  and for the  differences\n                  between  actual  and  budgeted  costs,  shall be the basis for\n                  determining  the Current  Tariff which shall be payable by the\n                  Purchaser  in  applicable   Subsequent  Tariff  Periods.  Such\n                  amounts in a Subsequent Budget also shall be the basis for any\n                  adjustments  to the  Current  Tariff  to be made  pursuant  to\n                  Section 8 hereof  during  such  applicable  Subsequent  Tariff\n                  Period.\n\n\nSection VI.       Current Tariff:\n\nThe  Current  Tariff  shall be  calculated  in  accordance  with  the  following\nequation:\n\n                                     [***]\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment. \n\nSection VII.      Price Bureau Approval of the Current Tariff:\n\nThe Seller  shall  provide  the Price  Bureau  with a  statement  detailing  the\ncalculation  of the  initial  Current  Tariff  ninety  (90)  days  prior  to the\nCommencement  of Operations  Date and detailing any  subsequent  Current  Tariff\nninety (90) days prior to the beginning of each calendar year following the year\nin which the  Commencement  Date of Operations  occurs.  The statement  shall be\naccompanied by the Initial Budget or the Subsequent  Budget, as the case may be,\ncertified as having been adopted by the Seller's  board of directors.  The Price\nBureau shall  approve the initial  Current  Tariff as  calculated by this Method\nprior to the  Commencement  of Operations Date and it shall approve a subsequent\nCurrent  Tariff  prior to each  calendar  year to which such  Current  Tariff is\nintended to apply.  The Seller estimates that the initial Current Tariff will be\n[***]. The initial  Current Tariff shall be determined  based on the\nSeller's  actual  investment  in  the  Power  Station  at  the  Commencement  of\nOperations Date in accordance with the Method.\n\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\nSection VIII.     Mid-Year Current Tariff Adjustments:\n\nIf during the Term, in any year,  there is a Significant  Change in Costs (which\nfor  purposes of this  Method  shall be defined as a five  percent  (5%) or more\nincrease in Fuel Costs beyond the amounts budgeted for Fuel Costs in the Initial\nBudget or applicable  Subsequent  Budget,  as the case may be), such Significant\nChange in Costs shall be reflected in a corresponding  adjustment to the Current\nTariff. Such adjustment shall be made such that all of the Significant Change in\nCosts is paid for by the  Purchaser and the Seller's  Capital  Return is no less\nafter  such  adjustment  is  made  as it  was  prior  to the  occurrence  of the\nSignificant  Change in Costs.  The Price  Bureau  shall  consider  the  Seller's\napplication  for such an  adjustment  and shall  inform  the Seller of the Price\nBureau's  decision on the mid-year Current Tariff  adjustment  within sixty (60)\ndays of the Seller's submission of the application for such adjustment.\n\n\nSection IX.       Obligations of the Purchaser:\n\nThe  Purchaser  agrees to accept  from the Seller  all  electrical  energy  made\navailable by the Power Station in accordance  with the terms of the Contract and\nto pay for all such  electrical  energy made available from the Power Station in\naccordance with the terms of the Contract and this Method.\n\n\nSection X.        Obligations of the Seller:\n\nSeller agrees to make available to the Purchaser all electrical  energy from the\nPower Station in accordance with the terms of the Contract.\n\n\nSection XI.       Effectiveness:\n\nNotwithstanding  any  provision  to the contrary in the Contract or this Method,\nSeller's  obligations under this Method shall be subject to the Seller's written\nconfirmation  that each party to the Joint Venture Contract has made its initial\ncontribution  to the  registered  capital of the Seller in  accordance  with the\nterms and conditions of the Joint Venture Contract.\n\n\nSection XII.      Disputes:\n\nAny dispute  arising out of or in connection  with this Method shall be resolved\nin accordance  with the procedures  for dispute  resolution set forth in Article\n11.04 of the Contract.\n\n\n\n\n\n\nIN WITNESS  WHEREOF,  and intending to be legally bound, the Parties hereto have\neach affixed the signatures of their duly authorized representatives.\n\n\nSIGNATURES:\n\nAgreed to and Accepted by:\n\n                  Chengdu Huaxi Electric Power Shareholding (Group) Company Ltd.\n\n\n\n                  ---------------------------------------\n                  Name:\n                  Title:\n\n\n\nAgreed to and Accepted by:\n\n                  Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.\n\n\n\n                  ---------------------------------------\n                  Name:\n                  Title:\n\n\n\n\n\n                           SCHEDULE 1 - CAPITAL RETURN\n\n--------------------------------------------------------------------------------\n                     YEAR             CAPITAL RETURN\n--------------------------------------------------------------------------------\n                     1                US$[***]\n--------------------------------------------------------------------------------\n                     2                US$[***]\n--------------------------------------------------------------------------------\n                     3                US$[***]\n--------------------------------------------------------------------------------\n                     4                US$[***]\n--------------------------------------------------------------------------------\n                     5                US$[***]\n--------------------------------------------------------------------------------\n                     6                US$[***]\n--------------------------------------------------------------------------------\n                     7                US$[***]\n--------------------------------------------------------------------------------\n                     8                US$[***]\n--------------------------------------------------------------------------------\n                     9                US$[***]\n--------------------------------------------------------------------------------\n                     10               US$[***]\n--------------------------------------------------------------------------------\n                     11               US$[***]\n--------------------------------------------------------------------------------\n                     12               US$[***]\n--------------------------------------------------------------------------------\n                     13               US$[***]\n--------------------------------------------------------------------------------\n                     14               US$[***]\n--------------------------------------------------------------------------------\n                     15               US$[***]\n--------------------------------------------------------------------------------\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n\n         Note:  This  table  has been  calculated  on the date the  Contract  is\nexecuted based on the assumption that the total  investment in the Power Station\nis  US$36.904  million.  The  actual  amounts  of the  Capital  Return  shall be\nrecalculated by the Seller prior to the Commencement of Operations Date based on\nthe Seller's  actual  investment in the Power Station.  To the extent any of the\namounts in this table are denominated in United States Dollars,  for purposes of\ncalculating the Current Tariff,  they shall be converted into RMB at the rate of\nexchange prevailing on the date of conversion.\n<\/pre>\n<\/td>\n<\/tr>\n<\/table>\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":[9613,9620],"class_list":["post-42678","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__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42678","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=42678"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42678"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42678"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42678"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}