§ 7. CONSTRUCTION AND EFFECTIVE DATES.

(a)

This Agreement is entered into and is to be construed under and in accordance with the laws of the State Of Louisiana.

(b)

The Municipality hereby covenants that its Board of Aldermen has passed all necessary ordinances or resolutions, in accordance with the terms of its charter and all applicable provisions of Louisiana law, authorizing the undersigned Mayor to execute this Agreement on behalf of the Municipality and by doing so bind the Municipality to all of the terms and conditions of this Agreement.

(c)

The Municipality and the Company understand, acknowledge and agree that the payments contemplated by Section 2 are to be considered payments received by a municipality from a public utility within the meaning of LA. R.S. 33:4510, as amended, and that in accordance therewith, such payments are subject to the charge-back provisions contained therein.

(d)

The Municipality and the Company mutually agree that by entering this Agreement, neither party shall be considered to have surrendered, waived, or in any way prejudiced any rights or claims granted to them by any applicable constitutions, laws, or ordinances.

(e)

The Municipality and the Company hereby agree that this Agreement shall be in effect for an initial term of twenty (20) years, beginning on January 1, 2002 and ending on January 1, 2022. This Agreement will continue thereafter on a year-to-year basis unless cancelled by either party upon at least sixty days notice prior to the expiration of the initial term or any extension thereof.

IN WITNESS of all of which the parties hereto have caused these presents to be executed in duplicate on the respective days and dates set forth below.

THUS DONE AND SIGNED on this 6th day of September 2001, in the City of Marksville, Louisiana.