Exhibit 10.24.2
AGREEMENT FOR ASSIGNMENT AND ASSUMPTION
OF
LTSA TO TENASKA GEORGIA
This Agreement for Assignment and Assumption of LTSA to Tenaska Georgia
(this "Agreement") entered into by and between Tenaska Georgia I, L.P., a
Delaware limited partnership ("Tenaska Georgia I") and Tenaska Georgia Partners,
L.P., a Delaware limited partnership ("Tenaska Georgia"), this 10th day of
November, 1999.
WHEREAS, Tenaska, Inc., a Delaware corporation ("Tenaska") and General
Electric International, Inc., a Delaware corporation ("GEII") entered into a
Long Term Parts & Long Term Service Contract dated June 24, 1999, which provides
for long term parts and services for certain turbines and associated generators
and auxiliaries located at an electric generating facility located in Heard
County in the State of Georgia ("LTSA"); and
WHEREAS, Part 12 of Appendix B of the LTSA provides that such agreement
may be assigned to an Affiliate of Tenaska or an entity in which an Affiliate of
Tenaska has an ownership interest; and
WHEREAS, by an Agreement for Assignment and Assumption of LTSA to Tenaska
Georgia I, Tenaska assigned the LTSA to Tenaska Georgia I and Tenaska Georgia I
accepted such assignment, effective November 10, 1999; and
WHEREAS, pursuant to Part 12 of Appendix B of the LTSA, Tenaska Georgia I
desires to assign the LTSA to Tenaska Georgia.
NOW, THEREFORE, the parties agree as follows:
1. Tenaska Georgia I assigns to Tenaska Georgia all of its rights and
benefits under the LTSA and Tenaska Georgia I further assigns and
delegates all of its duties and obligations under the LTSA to Tenaska
Georgia.
2. Tenaska Georgia accepts the assignment from Tenaska Georgia I of all
rights and benefits under the LTSA, and assumes all of the duties and
obligations of Tenaska Georgia I as contained in the LTSA.
3. Tenaska Georgia hereby releases Tenaska Georgia I from any and all duties,
obligations and liabilities under the LTSA.
4. This Agreement shall not become effective until a fully executed copy of
this Agreement, including the Agreement and Consent of GEII, attached
hereto, is executed and delivered to Tenaska Georgia I and Tenaska
Georgia.
5. This Agreement shall inure to and be binding upon the successors and
assigns of the parties.
6. This Agreement shall be governed by and construed according to the laws of
the State of Texas.
TENASKA GEORGIA I, L.P.,
a Delaware limited partnership
By: TENASKA GEORGIA, INC.
Managing General Partner
/s/ By: /s/ Xxxxxxx X. Xxxxxx
--------------------------- ----------------------------------------
Witness
Title: Vice President of Finance & Treasurer
-------------------------------------
TENASKA GEORGIA PARTNERS, L.P.,
a Delaware limited partnership
By: TENASKA GEORGIA, INC.
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Title: Vice President of Finance & Treasurer
-------------------------------------
/s/
---------------------------
Witness
2
AGREEMENT AND CONSENT
General Electric International, Inc., a Delaware corporation ("GEII")
consents to the assignment of the Long Term Parts & Long Term Service Contract
between GEII and Tenaska, Inc., a Delaware corporation ("Tenaska"), dated June
24, 1999 ("LTSA"), by Tenaska to Tenaska Georgia I, L.P., a Delaware limited
partnership ("Tenaska Georgia I") and the assumption by Tenaska Georgia I of the
LTSA as set forth in the Agreement for Assignment and Assumption of LTSA to
Tenaska Georgia I attached hereto.
GEII hereby releases Tenaska from any and all duties, obligations and
liabilities under the LTSA.
Dated this 10th day of November, 1999.
GENERAL ELECTRIC INTERNATIONAL, INC.,
a Delaware corporation
/s/ By: /s/ Xxxxx X. Xxxxx
------------------------ -------------------------------
Witness Xxxxx X. Xxxxx
Title: General Manager, Operations
