The project requires designation of a county reinvestment zone after a public hearing, followed by approval of the tax-abatement agreement by the Commissioners Court. The agreement states that the Court approved it on October 27, 2025.

Before construction and operation, the owner must obtain all required local, state, and federal environmental and construction permits and comply with all permit conditions and applicable laws, ordinances, rules, and regulations.

Phase 1 must achieve commercial operations by December 31, 2027, although the owner may elect up to five one-year extensions, extending the deadline to December 31, 2032. Extensions after the first require payments of $100,000, $200,000, $350,000, and $500,000, respectively.

The agreement permits no more than 15 phases, and each phase must be separately surveyed, legally described, and reported to the County and appraisal district before or upon certification.

The owner must pay annual PILOTs during each phase's 10-year abatement period: $2,500 per megawatt of installed generation capacity for Phase 1, $2,750 per megawatt for later phases, and $3 per square foot of qualifying data-center building space. For buildings containing data-center equipment, the calculation uses at least 500,000 square feet unless no such equipment is constructed.

PILOTs must be paid by December 1 each year and are late if not received by December 31. Failure to pay is a default that can result in termination of the abatement, reinstatement and collection of taxes, and other legal remedies after a 60-day cure period.

The owner must keep the building improvements in place for 25 calendar years after commercial operations, subject to specified replacement rules. Permanent removal of qualifying improvements can require repayment of abated taxes, less applicable PILOTs, with interest.

The County and appraisal district may inspect the improvements to verify construction and compliance. Inspections require 10 calendar days' notice, mutual scheduling, and compliance with applicable safety standards.

The owner must submit an annual sworn compliance certificate by March 31 after the first phase certificate, reporting completion, taxes, PILOTs, jobs, and compliance with the agreement.

Beginning in the third calendar year of each phase's abatement period, the owner must maintain at least 40 full-time jobs per phase subject to that requirement. Employment deficiencies can lead to phase-specific default and abatement recapture after notice and cure.

During construction and operation, the owner must use commercially reasonable efforts to use Carson County labor, businesses, services, materials, and supplies, designate a local-hiring and-services coordinator, and hold a job and contracting information session before physical construction begins.

The owner and its contractors must minimize construction-related disruption to county roads, culverts, and bridges, repair damage beyond ordinary wear and tear, pay for upgrades required for the project, and remain responsible for extraordinary repairs or maintenance caused by project use.

The site must be maintained free of objectionable or unsanitary accumulations, debris, waste, rubbish, tumbleweeds, and noxious weeds. During commercial operations, project noise, light, and dust must be minimized off-site, and noise at the site boundaries may not exceed 75 dB.

At least once each year during the term, the owner or its contractors must provide project-related safety training for county and City of Panhandle emergency-services personnel unless the parties agree to waive that year's training.

The owner must not knowingly employ undocumented workers. A final conviction for the specified federal offense requires repayment of abatements and other county funds, less applicable tax or PILOT payments, with interest.

The owner must reimburse or directly pay $40,000 in reasonable and necessary attorney fees and expenses incurred by the County in negotiating and formalizing the tax-abatement agreement.

An uncured material breach can cause phase-specific termination of the abatement and recapture of previously abated property taxes, less PILOTs, with interest. The agreement generally provides a 60-day cure period, or requires the owner to begin curing within 30 days when the breach cannot reasonably be cured within 60 days.

The County grants a 100% abatement of County property taxes on eligible real and personal property for ten calendar years for each phase, beginning generally the year after commercial operations start; the abatement applies only to value above the 2025 base-year value and does not cover pre-existing property or ineligible property. The Abatement percentage of value ... is 100%.

The agreement allows up to 15 separately abated phases, with no obligation to build every phase. Each phase is treated independently, so a default involving one phase does not automatically affect the abatement or obligations for other phases. The County agrees to grant a separate Abatement for up to fifteen (15) Phases.

Eligible property is defined broadly to include data-center buildings, fixed machinery, site improvements, data-center equipment, power-generation equipment, cooling systems, substations, transmission and distribution facilities serving the project, battery storage, and related tangible personal property. Eligible Property ... includes new, expanded or modernized buildings and structures.

The agreement permits behind-the-meter data centers and power supplied by the owner's generation facilities, the Southwest Power Pool, ERCOT, or other sources, allowing the data center and its power infrastructure to be developed as an integrated project. Improvements includes behind the meter uses.

The owner may extend the deadline for Phase 1 to achieve commercial operations by up to five one-year extensions, through December 31, 2032, by giving notice and, for extensions after the first, paying specified one-time fees ranging from $100,000 to $500,000; the provision also applies to later phases based on their anticipated initial commercial-operation date. up to five one-year extensions.

During each phase's abatement period, the owner pays fixed PILOT amounts instead of the abated County taxes: $2,500 per megawatt plus $3 per square foot for Phase 1, and $2,750 per megawatt plus $3 per square foot for later phases. The square-foot calculation uses at least 500,000 square feet when data-center equipment is present. an annual Payment in Lieu of Taxes.

The agreement allows the owner to assign all or part of the project and abatement rights to affiliates or other owners without prior County consent, subject to notice and assumption requirements; assignments to other parties require consent that cannot be unreasonably withheld, conditioned, or delayed. may be assigned in their entirety to an Affiliate or Other Owner without County's prior consent.

The owner may mortgage, pledge, or otherwise encumber the project and abatement agreement for financing without County consent. A recorded lender is entitled to receive default notices and may cure defaults during the owner's cure period. may ... mortgage, pledge or otherwise encumber its interest.

The agreement protects replacement and expansion investment by allowing equipment and fixtures to be replaced without ending the abatement, provided the replacement value is not lower in the relevant circumstances; it also states that new capital investment may qualify for a separate abatement if authorized by law and granted by the County. nothing in this Agreement shall be construed to prohibit such separate Abatement.

Expiration of the County's reinvestment-zone designation does not terminate an existing abatement agreement, allowing an approved data-center project to continue receiving its contractual benefits after the zone designation expires. The expiration of the designation of the Reinvestment Zone ... shall not affect the terms and conditions of this Agreement.

The County commits to cooperate with future transmission-line owners regarding routing, construction, interconnection, property crossings, and easement arrangements, subject to protections for the project's operations, safety, reliability, and existing or planned improvements. reasonably cooperate with the sponsor/owner ... of such other planned transmission lines.

The agreement requires the County to provide ordinary routine maintenance of County roads, culverts, and bridges after construction, while assigning extraordinary repairs and upgrades caused by the project to the owner; this provision becomes void if the parties execute a separate road-use agreement. the County will only be responsible for the normal routine maintenance.

The owner and contractors must designate a local-hiring and services coordinator and hold a job and contracting information session before physical construction, creating a defined channel for local workers and suppliers to participate in project construction and operation. designate a Coordinator of Local Hiring and Services.

The owner must provide project-location maps and, no more than once annually, safety training for County and City emergency-services personnel, at the owner's expense, supporting emergency response during construction and operations. provide safety training related to the Project.

The project must obtain all required local, state, and federal environmental and construction permits before construction and comply with all applicable permit conditions, laws, ordinances, rules, and regulations throughout its economic life.

Phase 1 must achieve commercial operations by December 31, 2027, unless Fermi elects up to five one-year extensions. The extensions require fees of $100,000 for the second extension, $200,000 for the third, $350,000 for the fourth, and $500,000 for the fifth.

Each phase must be separately surveyed and legally described before construction, with the phase boundaries provided to the County and Carson County Appraisal District.

The County and Appraisal District may inspect the improvements for compliance, with inspections requiring ten calendar days' notice, mutual scheduling, and compliance with applicable safety standards.

After the first phase certificate, the owner must submit an annual sworn compliance certificate by March 31 reporting completion, tax and PILOT payments, jobs, and compliance with the agreement.

The owner must create or cause its tenants to create 40 full-time jobs per phase, measured beginning in the third calendar year of each phase's abatement period. Full-time employment requires at least 1,820 scheduled or worked hours annually.

The owner must make annual payments in lieu of taxes during each phase's ten-year abatement period: $2,500 per megawatt for Phase 1 and $2,750 per megawatt for later phases, plus $3 per square foot of qualifying data-center building space. The square-footage calculation uses at least 500,000 square feet when qualifying equipment is present.

PILOT payments are due by December 1 each year and are considered late after December 31; an uncured failure to pay is a default that can terminate the abatement and trigger collection of previously abated taxes.

Building improvements must generally remain in place for 25 calendar years after commercial operations. Replacements must maintain at least the replaced improvements' certified appraised value, and certain permanent removals can require repayment of abated taxes.

The owner must minimize disruption to County roads, repair damage beyond ordinary wear and tear, pay for upgrades required for its operations, and bear extraordinary repair or maintenance costs caused by the project.

The site must be maintained free of debris, waste, rubbish, tumbleweeds, and noxious weeds, and project noise at the site boundaries may not exceed 75 decibels during normal commercial operations.

The owner, its contractors, or their affiliates must provide project-related safety training for County and City emergency-services personnel at least once each year during the term, unless the County and owner agree to waive that year's training.

The owner and prime contractors must use commercially reasonable efforts to use Carson County labor, businesses, services, materials, and supplies, designate a local hiring and services coordinator, and hold a job and contracting information session before physical construction.

The owner must reimburse or directly pay $40,000 in reasonable and necessary County legal fees and expenses related to negotiating and formalizing the abatement agreement.

The owner may not knowingly employ undocumented workers and must repay abatements and other County funds, less applicable tax or PILOT payments, with prime-rate interest if convicted of the specified federal employment violation.

The owner must not boycott Israel, discriminate against firearm entities or firearm trade associations, or boycott energy companies during the agreement term, to the extent the cited Texas statutory provisions apply.

Provides a 100% abatement of County property taxes on eligible real and personal property for up to 10 calendar years per phase, beginning after commercial operations or, under certain conditions, an earlier elected start date.

Allows the tax abatement to cover up to 15 separately administered phases, with no minimum number of phases required and phase abatements allowed to run concurrently, provided each phase certificate is submitted by December 31, 2039.

Uses annual Payments in Lieu of Taxes instead of ordinary County taxes during the abatement period: $2,500 per megawatt for Phase 1, $2,750 per megawatt for later phases, and $3 per square foot of qualifying data-center building space, subject to a 500,000-square-foot minimum when applicable.

Allows the owner to extend the Phase 1 commercial-operations deadline from December 31, 2027, by up to five one-year extensions, with specified fees for extensions after the first.

Defines eligible improvements broadly to include data-center buildings, cooling and power systems, generators, substations, transmission and distribution facilities, battery storage, communications equipment, and data-center equipment and other personal property.

Allows qualifying improvements added during an abatement period to receive abatement and be included in adjusted annual PILOT calculations through supplemental certificates.

Requires the County to treat each phase independently, so a default affecting one phase does not automatically terminate the abatement or obligations for other phases.

Allows the owner to assign all or part of the agreement to affiliates or other owners without prior County consent, subject to notice and formal assignment requirements, and permits financing-related mortgages, pledges, and security interests in the agreement or project.

Provides a force-majeure protection that suspends affected nonpayment obligations during qualifying events beyond the party's reasonable control and prevents a default declaration based solely on those events.

Provides notice and cure protections before default remedies: generally 60 days to cure, or 30 days to begin curing defaults that cannot reasonably be cured within 60 days, with lenders of record receiving a corresponding cure opportunity.

Protects the agreement from losing effect solely because the Reinvestment Zone designation expires before the agreement's term ends.

Permits replacement of equipment and fixtures during the 25-year term after commercial operations without automatically losing the abatement, provided the replacement maintains at least the prior certified appraised value, subject to the agreement's removal rules.

Requires the owner to repair project-related damage to County roads, culverts, and bridges and to fund necessary upgrades, providing a contractual mechanism for supporting infrastructure needed for construction and operations.

Requires the County to cooperate with future transmission-line development and requires substantially similar cooperation provisions in future County abatements for competing line owners, while protecting the project from lines crossing over or under improvements and from unreasonable operational interference.

Requires annual project-related safety training and project-location mapping for County and City emergency-services personnel at the owner's expense, supporting emergency response during project construction and operation.