EXHIBIT 10.4.3
AGREEMENT FOR ASSIGNMENT AND ASSUMPTION
OF
EPC AGREEMENT TO TENASKA GEORGIA
This Agreement for Assignment and Assumption of EPC Agreement (this
"Agreement") entered into by and between Tenaska Georgia I, L.P., a Delaware
limited partnership ("Tenaska") and Tenaska Georgia Partners, L.P., a Delaware
limited partnership ("Tenaska Georgia"), this 10th day of November, 1999.
WHEREAS, Tenaska and Xxxxxx Construction Corporation, a Delaware
corporation ("Xxxxxx") entered into an Engineering, Procurement and Construction
Agreement dated September 15, 1999, which provides for the design and
construction of a dispatchable electric generating facility on a Plant Premises
located in Heard County in the State of Georgia ("EPC Agreement"); and
WHEREAS, Article 21 of the EPC Agreement 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 a First Amendment to Engineering, Procurement and
Assignment Agreement, dated October 8, 1999, Tenaska and Xxxxxx have amended the
EPC Agreement, such reference to the EPC Agreement when made hereinafter
including such amendment; and
WHEREAS, pursuant to Article 21 of the EPC Agreement, Tenaska desires
to assign the EPC Agreement to Tenaska Georgia.
NOW, THEREFORE, the parties agree as follows:
1. In consideration of payments received, Tenaska assigns to Tenaska Georgia
all of its rights and benefits under the EPC Agreement and Tenaska further
assigns and delegates all of its duties and obligations under the EPC
Agreement to Tenaska Georgia.
2. Tenaska Georgia accepts the assignment from Tenaska of all rights and
benefits under the EPC Agreement, and assumes all of the duties and
obligations of Tenaska as contained in the EPC Agreement.
3. Notwithstanding the assignment and assumptions made in this Agreement,
Tenaska retains the perpetual right for Tenaska to use any and all Drawings
(as defined in the EPC Agreement) prepared by Xxxxxx under the EPC
Agreement, subject to any limitations on such use which may arise under the
EPC Agreement, and for such purpose Tenaska Georgia grants and confirms
such perpetual license to Tenaska to use such Drawings for any and all
purposes which Tenaska may desire, including such other projects as Tenaska
may determine, subject to any limitations on such use which may arise under
the EPC Agreement.
4. Tenaska Georgia hereby releases Tenaska from any and all duties,
obligations and liabilities under the EPC Agreement.
5. Notwithstanding this Agreement, Tenaska agrees to (a) continue to be bound
by the confidentiality provisions applicable to Owner pursuant to Article
22 of the EPC Agreement (b) remain liable to Xxxxxx under the EPC Agreement
for its acts and omissions prior to the date of this Agreement and (c) be
bound by the terms of the EPC Agreement, including all limitations on
liability with respect to any rights or actions which may have accrued in
favor of Tenaska prior to the date of this Agreement
6. This Agreement shall not become effective until a fully executed copy of
this Agreement, including the Agreement and Consent of Xxxxxx, attached
hereto, is executed and delivered to Tenaska and Tenaska Georgia.
7. This Agreement shall inure to and be binding upon the successors and
assigns of the parties.
8. 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/____________________________
Witness Xxxxxxx X. Xxxxxx
Title: Vice President of Finance
& Treasurer
TENASKA GEORGIA PARTNERS, L.P.,
a Delaware limited partnership
By: TENASKA GEORGIA, INC.
Managing General Partner
/S/___________________ By: /S/____________________________
Witness Xxxxxxx X. Xxxxxx
Title: Vice President of Finance
& Treasurer
AGREEMENT AND CONSENT
Xxxxxx Construction Corporation, a Delaware corporation ("Xxxxxx")
consents to the assignment of the Engineering, Procurement and Construction
Agreement between Xxxxxx and Tenaska Georgia I, L.P., a Delaware limited
partnership ("Tenaska"), dated September 15, 1999, ("EPC Agreement") as
subsequently amended by a First Amendment to Engineering, Procurement and
Assignment Agreement, dated October 8, 1999, between Tenaska and Xxxxxx
(reference to the EPC Agreement hereinafter to include such amendment) to
Tenaska Georgia Partners, L.P., a Delaware limited partnership ("Tenaska
Georgia") and the assumption by Tenaska Georgia of the EPC Agreement as set
forth in the Agreement for Assignment and Assumption of EPC Agreement to Tenaska
Georgia attached hereto.
Xxxxxx hereby releases Tenaska from any and all duties, obligations and
liabilities under the EPC Agreement except that Tenaska shall (a) continue to be
bound by the confidentiality provisions applicable to Owner pursuant to Article
22 of the EPC Agreement (b) remain liable to Xxxxxx under the EPC Agreement for
it's acts and omissions prior to the date of this Agreement and (c) be bound by
the terms of the EPC Agreement, including all limitations on liability with
respect to any rights or actions which may have accrued in favor of Tenaska
prior to the date of this Agreement.
Dated this 10th day of November, 1999.
XXXXXX CONSTRUCTION CORPORATION,
a Delaware corporation
/S/_________________________ By: /S/______________________________
Witness Xxxxxx X. Xxxx
Vice President
