Exhibit 4.15
CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (this "Consent"), dated as of November 10,
1999 among Transcontinental Gas Pipe Line Corporation, a Delaware corporation
(the "Consenting Party"), Tenaska Georgia Partners, L.P., a Delaware limited
partnership (the "Partnership"), and The Chase Manhattan Bank, as collateral
agent, together with its successors in such capacity (the "Collateral Agent"),
for the benefit of the Senior Parties (as defined below).
RECITALS
WHEREAS, the Partnership intends to develop, construct, lease, operate,
maintain and finance a 936 megawatt ("MW") (nominal summer rating) natural
gas-fired simple-cycle electric generating plant (the "Facility" and, together
with the Project Documents, governmental approvals relating to the Facility or
the Project Documents and any other item relating to the Facility, including any
improvements to, and the operation of, the Facility and all activities related
thereto, the "Project") to be located in Heard County, Georgia;
WHEREAS, the Partnership intends to finance the development,
construction and start-up of the Project, through the issuance of certain bonds
(the "BONDS") pursuant to a trust indenture (the "INDENTURE"), dated as of
November 1, 1999 between the Partnership and The Chase Manhattan Bank, as
Trustee (the "Trustee");
WHEREAS, the Project will be owned by the Development Authority of
Heard County, Georgia, a public corporation created and existing under the laws
of the State of Georgia (the "Authority"), and will be leased to the Partnership
pursuant to a Lease Agreement dated as of November 1, 1999 between the Authority
and the Partnership;
WHEREAS, the Authority will issue its Industrial Development Bonds (the
"DAHC Bonds") pursuant to an Indenture, dated as of November 1, 1999 between the
Authority and The Chase Manhattan Bank, as DAHC Trustee;
WHEREAS, the DAHC Bonds will be purchased by the Partnership and
pledged to the Collateral Agent, along with certain assets of the Partnership
including its rights under the Lease Agreement, to secure the obligations of the
Partnership under the Bonds;
WHEREAS, in addition to the DAHC Bonds and related collateral, all
obligations of the Partnership with respect to the Bonds, and any other
agreements evidencing senior debt of the Partnership (collectively, the
"Financing Documents") to the Trustee, the Collateral Agent, each successor to
any such person and each other person that becomes a secured party under any
Financing Document (collectively, the "Senior Parties") will be secured by a
certain Security Agreement, Pledge Agreements, Collateral Agency Agreement, Deed
to Secured Debt, Security
Agreement and Assignment of Rents and Leases, each Third Party Consent and any
other document providing for any lien, pledge, encumbrance, mortgage or security
interest (collectively, the "Security Documents");
WHEREAS, the Senior Parties, the Authority, and the Partnership have
entered into the Collateral Agency and Intercreditor Agreement (as amended,
restated, modified or otherwise supplemented from time to time in accordance
with the terms thereof, the "Collateral Agency Agreement") to set forth their
mutual understanding with respect to (a) the exercise of certain rights,
remedies and options by the respective parties thereto under the above described
documents, (b) the priority of their respective security interests created by
the Security Documents, and (c) the appointment of the Collateral Agent as
collateral agent.
WHEREAS, the Partnership and the Consenting Party have entered into
that certain Interconnect, Reimbursement and Operating Agreement, dated as of
August 18, 1999 (as amended, restated, modified or otherwise supplemented from
time to time in accordance with the terms thereof, the "Assigned Agreement");
WHEREAS, the Partnership has notified the Consenting Party that all of
the Partnership's right, title and interest in, to, and under the Assigned
Agreement is to be assigned to the Collateral Agent as security pursuant to one
or more of the Security Documents;
WHEREAS, it is a condition precedent to the issuance of the Bonds and
the other Financing Documents that the Consenting Party execute and deliver this
Consent for the benefit of the Senior Parties;
NOW, THEREFORE, as an inducement to the Senior Parties to enter into
the Financing Documents, and in consideration of good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the Consenting Party hereby agrees as follows:
SECTION 1 CONSENT TO ASSIGNMENT, ETC.
1.1 CONSENT TO ASSIGNMENT. The Consenting Party (a) acknowledges that
the Collateral Agent and the Senior Parties are entering into the Financing
Documents in reliance upon the execution and delivery by the Consenting Party of
the Assigned Agreement and this Consent, (b) consents in all respects to the
pledge and assignment to the Collateral Agent of all of the Partnership's right,
title and interest in, to and under the Assigned Agreement pursuant to one or
more of the Security Documents and (c) acknowledges the right, but not the
obligation, of the Collateral Agent or the Collateral Agent's designee, in the
exercise of the Collateral Agent's rights and remedies under the Security
Documents, to make all demands, give all notices, take all actions and exercise
all rights of the Partnership in accordance with the Assigned Agreement, and
agrees that, in such event, the Consenting Party shall continue to perform its
obligations under the Assigned Agreement, provided that
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the Collateral Agent or its designee meet the credit worthiness standards
contained in Section 32 of the General Terms and Conditions of Consenting
Party's FERC Gas Tariff.
1.2 SUBSTITUTE OWNER. The Consenting Party agrees that, if the
Collateral Agent shall notify the Consenting Party that an event of default
under any of the Financing Documents has occurred and is continuing and that the
Collateral Agent has exercised its rights (a) to have itself or its designee
substituted for the Partnership under the Assigned Agreement or (b) to sell,
assign, transfer or otherwise dispose of the Assigned Agreement to a person,
then the Collateral Agent, the Collateral Agent's designee or such person (each,
a "Substitute Owner") shall be substituted for the Partnership under the
Assigned Agreement and that, in such event, the Consenting Party will continue
to perform its obligations under the Assigned Agreement in favor of the
Substitute Owner provided that the Substitute Owner meets the credit worthiness
standards contained in Section 32 of the General Terms and Conditions of
Consenting Party's FERC Gas Tariff.
1.3 RIGHT TO CURE. The Consenting Party agrees that in the event of a
default by the Partnership in the performance of any of its obligations under
the Assigned Agreement, or upon the occurrence or non-occurrence of any event or
condition under the Assigned Agreement which would immediately or with the
passage of any applicable grace period or the giving of notice, or both, enable
the Consenting Party to terminate or suspend its obligations or exercise any
other right or remedy under the Assigned Agreement or under applicable law
(hereinafter a "default"), the Consenting Party will continue to perform its
obligations under the Assigned Agreement and will not exercise any such right or
remedy until it first gives prompt written notice of such default to the
Collateral Agent and affords the Collateral Agent, the Collateral Agent's
designee and the Senior Parties a period of sixty (60) days (or if such default
is a non-monetary default, such longer period not to exceed ninety (90) days as
is required so long as any such party has commenced and is diligently pursuing
appropriate action to cure such default) from receipt of such notice to cure
such default, provided that in the event that a Substitute Owner assumes the
rights and obligations of the Partnership under the Assigned Agreement pursuant
to a written assumption agreement (a copy of which is provided to the Consenting
Party), such Substitute Owner shall have 60 days from the date of such
assumption agreement to cure such default or if such default is a non-monetary
default, such longer period so long as such Substitute Owner has commenced and
is diligently pursuing appropriate action to cure such default; provided,
however, that if any such party is prohibited from curing any such default by
any process, stay or injunction issued by any governmental authority or pursuant
to any bankruptcy or insolvency proceeding involving the Partnership, then the
time periods specified in this Section 1.3 for curing a default shall be
extended for the period of such prohibition. Notwithstanding the foregoing,
nothing in this Consent shall prevent the Consenting Party's ability to
immediately suspend service pursuant to the consenting Party's effective FERC
Gas Tariff for force majeure, safety or operating conditions.
1.4 NO TERMINATION OR ASSIGNMENT. The Consenting Party will not,
without the prior written consent of the Collateral Agent, enter into any
consensual cancellation or termination of the Assigned Agreement, or assign or
otherwise transfer any of its right, title and interest thereunder or consent to
any such assignment or transfer by the Partnership.
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1.5 REPLACEMENT AGREEMENT. In the event that the Assigned Agreement is
terminated as a result of any bankruptcy or insolvency proceeding affecting the
Partnership, the Consenting Party will, upon written notice from the Collateral
Agent to the Consenting Party, enter into a new agreement with the Collateral
Agent (or its transferee or other nominee that owns or leases the Project)
having terms substantially the same as the terms of the Assigned Agreement,
subject to the applicable provisions of the Consenting Party's effective FERC
Gas Tariff, as amended from time to time, and approval by the Federal Energy
Regulatory Commission, if necessary.
1.6 NO LIABILITY. The Consenting Party acknowledges and agrees that
neither the Collateral Agent, the Collateral Agent's designee or the Senior
Parties shall have any liability or obligation under the Assigned Agreement as a
result of this Consent, the Security Documents or otherwise, nor shall the
Collateral Agent, the Collateral Agent's designee or the Senior Parties be
obligated or required to (a) perform any of the Partnership's obligations under
the Assigned Agreement, except, in the case of the Collateral Agent or the
Collateral Agent's designee, during any period in which the Collateral Agent or
the Collateral Agent's designee is a Substitute Owner pursuant to Section 1.2
hereof, in which case (i) the rights and obligations of such Substitute Owner
shall be no more and no less than that of the Partnership under such Assigned
Agreement, (ii) such Substitute Owner shall have no personal liability to the
Consenting Party for the performance of such obligations and (iii) the sole
recourse of the Consenting Party shall be to such Substituted Owner's interest
in the Project, or (b) take any action to collect or enforce any claim for
payment assigned under the Security Documents.
1.7 PERFORMANCE UNDER ASSIGNED AGREEMENT. The Consenting Party and the
Partnership shall perform and comply with all material terms and provisions of
the Assigned Agreement to be performed or complied with by it and the Consenting
Party shall maintain the Assigned Agreement in full force and effect in
accordance with its terms, except as otherwise provided in this Consent.
1.8 DELIVERY OF NOTICES. Any notice by the Consenting Party shall be
deemed delivered to the Collateral Agent if made in accordance with the
provisions of, and to the address specified in, the Assigned Agreement.
1.9 ACKNOWLEDGMENTS. The Consenting Party agrees to execute such
acknowledgments or other similar instruments as the Collateral Agent shall
reasonably request in connection with the transactions provided for in this
Consent.
SECTION 2 PAYMENTS UNDER THE ASSIGNED AGREEMENT
2.1 PAYMENTS. The Consenting Party will pay all amounts payable by it
under the Assigned Agreement, if any, in the manner required by the Assigned
Agreement directly into the account specified on Exhibit A hereto, or to such
other person or account as shall be specified from time to time by the
Collateral Agent to the Consenting Party in writing.
2.2 NO OFFSET, ETC. All payments required to be made by the
Consenting Party under the Assigned Agreement shall be made without any offset,
recoupment, abatement,
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withholding, reduction or defense whatsoever, EXCEPT AS SPECIFICALLY PERMITTED
UNDER THE ASSIGNED AGREEMENT.
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE CONSENTING PARTY
In order to induce the Collateral Agent and the Senior Parties to enter
into the Financing Documents, the Consenting Party makes the following
representations and warranties, which shall survive the execution and delivery
of this Consent and the Assigned Agreement and the consummation of the
transactions contemplated hereby and thereby.
3.1 ORGANIZATION; POWER AND AUTHORITY. The Consenting Party is a
corporation duly organized, validly existing and in good standing under the laws
of the state of its incorporation, and is duly qualified, authorized to do
business and in good standing in every jurisdiction in which it owns or leases
real property or in which the nature of its business requires it to be so
qualified, and has all requisite power and authority, corporate and otherwise,
to enter into and to perform its obligations hereunder and under the Assigned
Agreement, and to carry out the terms hereof and thereof and the transactions
contemplated hereby and thereby.
3.2 AUTHORIZATION. The execution, delivery and performance by the
Consenting Party of this Consent and the Assigned Agreement have been duly
authorized by all necessary corporate action on the part of the Consenting Party
and do not require any approval or consent of any holder (or any trustee for any
holder) of any indebtedness or other obligation of (a) the Consenting Party or
(b) any other person or entity, except approvals or consents which have
previously been obtained.
3.3 EXECUTION AND DELIVERY; BINDING AGREEMENTS. Each of this Consent
and the Assigned Agreement is in full force and effect, has been duly executed
and delivered on behalf of the Consenting Party by the appropriate officers of
the Consenting Party, and constitutes the legal, valid and binding obligation of
the Consenting Party, enforceable against the Consenting Party in accordance
with its terms except as the enforceability thereof may be limited by (a)
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights generally and (b) general equitable principles
(whether considered in a proceeding in equity or at law).
3.4 LITIGATION. There is no legislation, litigation, action, suit,
proceeding or investigation pending or (to the best of the Consenting Party's
knowledge after due inquiry) threatened against the Consenting Party before or
by any court, administrative agency, arbitrator or governmental authority, body
or agency which, if adversely determined, individually or in the aggregate, (a)
could materially adversely affect the performance by the Consenting Party of its
obligations hereunder or under the Assigned Agreement, or which could modify or
otherwise materially adversely affect the Approvals (as defined in Section 3.6
hereof), (b) questions the validity, binding effect or enforceability hereof or
of the Assigned Agreement, any action taken or to be taken pursuant hereto or
thereto or any of the transactions contemplated hereby or thereby or (c) could
have a material adverse effect upon (i) the business, operations, properties,
assets, or condition (financial or otherwise) of the Consenting Party, (ii) the
ability of the Consenting Party to perform under the Assigned Agreement or this
Consent, (iii) the business,
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operations, properties, assets, prospects or condition (financial or otherwise)
of the Project, (iv) the value, validity, perfection and enforceability of the
liens granted to the Collateral Agent under the Security Documents or (v) the
ability of the Collateral Agent or the Senior Parties to enforce any of their
material rights and remedies under the Assigned Agreement or this Consent
(collectively, a "Material Adverse Effect").
3.5 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Consenting Party is not
in violation of its charter or by-laws, and the execution, delivery and
performance by the Consenting Party of this Consent and the Assigned Agreement
and the consummation of the transactions contemplated hereby and thereby will
not result in any violation of, breach of or default under any term of its
charter or by-laws, or of any contract or agreement to which it is a party or by
which it or its property is bound, or of any license, permit, franchise,
judgment, writ, injunction, decree, order, charter, law, ordinance, rule or
regulation applicable to it, except for any such violations which, individually
or in the aggregate, would not have a Material Adverse Effect on the Consenting
Party.
3.6 CONSENTS AND APPROVALS. No consent, order, authorization, waiver,
approval or any other action, or registration, declaration or filing with, any
person, board or body, public or private (collectively, the "Approvals"), is
required to be obtained by the Consenting Party in connection with the
execution, delivery or performance of the Assigned Agreement or the consummation
of the transactions contemplated thereunder, except as listed in Exhibit B
hereto. All such Approvals listed on Exhibit B, except for those set forth in
Part II thereof (the "Deferred Approvals"), are Final (as defined below). An
Approval shall be "Final" if it has been validly issued, is in full force and
effect, is not subject to any condition (other than compliance with the terms
thereof), does not impose restrictions or requirements inconsistent with the
terms of the Assigned Agreement, and is final and not subject to any appeal. The
Consenting Party reasonably believes that each Deferred Approval will be
obtained in the ordinary course of business prior to the time when such Deferred
Approval is required to be Final.
3.7 NO DEFAULT OR AMENDMENT. Neither the Consenting Party nor, to the
best of the Consenting Party's knowledge after due inquiry, any other party to
the Assigned Agreement is in default of any of its obligations thereunder. The
Consenting Party has no existing counterclaims, offsets or defenses against the
Partnership. The Consenting Party and, to the best of the Consenting Party's
knowledge after due inquiry, each other party to the Assigned Agreement have
complied with all conditions precedent to the respective obligations of such
party to perform under the Assigned Agreement. To the best of the Consenting
Party's knowledge after due inquiry, no event or condition exists which would
either immediately or with the passage of any applicable grace period or giving
of notice, or both, enable either the Consenting Party or the Partnership to
terminate or suspend its obligations under the Assigned Agreement. The Assigned
Agreement has not been amended, modified or supplemented in any manner.
3.8 NO PREVIOUS ASSIGNMENTS. The Consenting Party has no notice of, and
has not consented to, any previous assignment of all or any part of its rights
under the Assigned Agreement.
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3.9 REPRESENTATIONS AND WARRANTIES. All representations, warranties and
other statements made by the Consenting Party in the Assigned Agreement were
true and correct as of the date when made and are true and correct as of the
date of this Consent.
SECTION 4 OPINION OF COUNSEL
The Consenting Party shall deliver an opinion of counsel, dated the
Closing Date (as defined in the Financing Documents), relating to the Assigned
Agreement and this Consent, which opinion shall be substantially in the form
attached hereto as Exhibit C.
SECTION 5 MISCELLANEOUS
5.1 NOTICES. All notices and other communications hereunder, except
such notices provided under Section 1.8 of this Consent, shall be in writing,
shall be deemed given upon receipt thereof by the party or parties to whom such
notice is addressed, shall refer on their face to the Assigned Agreement
(although failure to so refer shall not render any such notice of communication
ineffective), shall be sent by first class mail, by personal delivery or by a
nationally recognized courier service, and shall be directed as follows:
If to the Consenting Party: Transcontinental Gas Pipe Line Corporation
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
For operating design and construction
matters:
Attention: Vice President-Operations
For all other matters:
Attention: Vice President-Customer
Service and Rates
If to the Partnership: Tenaska Georgia Partners, L.P.
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Collateral Agent: The Chase Manhattan Bank
Capital Markets Fiduciary Services
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
International & Project Finance Service
Delivery
Telephone: (000) 000-0000
Fax: (000) 000-0000
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The above parties may, by notice given hereunder, designate any further or
different addresses to which subsequent notices or other communications shall be
sent.
5.2 GOVERNING LAW; SUBMISSION TO JURISDICTION. (a) THIS CONSENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO
THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.).
(b) Any legal action or proceeding with respect to this Consent and any
action for enforcement of any judgment in respect thereof may be brought in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Consent,
each of the Consenting Party, the Partnership and the Collateral Agent hereby
accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
appellate courts from any appeal thereof. Each of the Consenting Party and the
Partnership hereby irrevocably designates, appoints and empowers CT Corporation
System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its
designee, appointee and agent to receive, accept and acknowledge for and on its
behalf, and in respect of its property, service of any and all legal process,
summons, notices and documents which may be served in any action or proceeding.
If for any reason such designee, appointee and agent shall cease to be available
to act as such, the Partnership or the Consenting Party, as applicable, agrees
to designate a new designee, appointee and agent in New York City on the terms
and for the purposes of this provision satisfactory to the Collateral Agent.
Each of the Consenting Party, the Partnership and the Collateral Agent
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Consenting Party at its
notice address provided pursuant to Section 5.1 hereof. Each of the Consenting
Party, the Partnership and the Collateral Agent hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Consent brought in the courts referred to above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient
forum. Nothing herein shall affect the right of the Collateral Agent or its
designees to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against the Consenting Party in any other
jurisdiction.
5.3 COUNTERPARTS. This Consent may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
5.4 HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Consent are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Consent.
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5.5 SEVERABILITY. In case any provision in or obligation under this
Consent shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
5.6 AMENDMENT, WAIVER. Neither this Consent nor any of the terms hereof
may be terminated, amended, supplemented, waived or modified except by an
instrument in writing signed by the Consenting Party and the Collateral Agent.
5.7 TERMINATION; REFINANCING. (a) The Consenting Party's obligations
hereunder are absolute and unconditional, and the Consenting Party has no right,
and shall have no right, to terminate this Consent or to be released, relieved
or discharged from any obligation or liability hereunder until (i) all
obligations under the Financing Documents (the "Finance Liabilities") have been
indefeasibly satisfied in full, notice of which shall be provided by the
Collateral Agent when all such obligations have been satisfied (the "Termination
Notice"), or (ii) the date that the Assigned Agreement is terminated pursuant to
this Consent and is not replaced. The Collateral Agent shall provide written
notice to the Consenting Party within sixty (60) days of the termination caused
by clause (i) above, that all Finance Liabilities have been extinguished and
that this Consent has been terminated as of such date.
(b) In the event that the Finance Liabilities of the Partnership are
refinanced or replaced by other credit facilities, this Consent shall continue
in effect for the benefit of the Partnership and the provider of such new credit
facilities (the "New Lender") provided that (i) within five days following
delivery by the Collateral Agent to the Consenting Party of the notice from the
Collateral Agent as provided in Section 5.7 hereof that the original Finance
Liabilities have been indefeasibly satisfied in full, the New Lender or an
agent, trustee or other representative of the New Lender, shall have notified
the Consenting Party that it assumes the rights and the prospective obligations
of the Collateral Agent under this Consent, and shall have supplied substitute
notice address information for Section 5.1 hereof and new Payment Instructions
(as more fully described in Exhibit A hereto) (countersigned on behalf of the
Partnership) for Exhibit A, and (ii) thereafter, (a) the term "Finance
Liabilities" under this Consent will be deemed to refer to the new credit
facilities, (b) the term "Collateral Agent" or "Senior Parties" shall be deemed
to refer to the New Lender or any agent or trustee for the New Lender, (c) the
term "Financing Documents" shall be deemed to the credit agreement, indenture or
other instrument providing for the new credit facilities and (d) the term
"Security Documents" shall be deemed to refer to the security agreements under
which the Assigned Agreement is assigned as collateral to secure performance of
the obligations of the Partnership under the new credit facilities.
5.8 SUCCESSORS AND ASSIGNS. This Consent shall be binding upon the
parties hereto and their permitted successors and assigns and shall inure to the
benefit of the parties, their designees and their respective permitted
successors and assigns.
5.9 FURTHER ASSURANCES. The parties hereto hereby agree to execute and
deliver all such instruments and take all such action as may be necessary to
effectuate fully the purposes of this Consent.
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5.10 SURVIVAL. All agreements, statements, representations and
warranties made by the Consenting Party herein shall be considered to have been
relied upon by the Collateral Agent and the Senior Parties and shall survive the
execution and delivery of this Consent.
5.11 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
the Collateral Agent or Consenting Party in exercising any right, power or
privilege hereunder and no course of dealing between the Consenting Party and
the Collateral Agent shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
exercise, or the further exercise, of any other right, power or privilege
hereunder. The rights and remedies herein expressly provided are cumulative and
not exclusive of any rights or remedies which the Collateral Agent or Consenting
Party would otherwise have.
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IN WITNESS WHEREOF, the Consenting Party, the Partnership and the
Collateral Agent have caused this Consent to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first above
written.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Customer Service and Rates
TENASKA GEORGIA PARTNERS, L.P.
By: Tenaska Georgia, Inc.
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President of Finance &
Treasurer
THE CHASE MANHATTAN BANK,
as Collateral Agent
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
Exhibit A to
Consent And Agreement
---------------------
Payment Instructions
--------------------
Chase Manhattan Bank ABA# 021 000 021
000 Xxxx 00xx Xxxxxx, 00xx Xx. Account Number: 507 891325
NY, NY 10001 Account Name: The Chase Manhattan Bank, as
Collateral Agent
Tenaska Georgia Partners, L.P.,
Concentration Account
Vista Account Number: 294580000
For Further Credit to: Trust Acct. No. C29458,
The Chase Manhattan Bank, as Collateral Agent,
Tenaska Georgia - Revenue Fund. Attention:
X. Xxxxxxx
Exhibit B to
Consent And Agreement
---------------------
Approvals
---------
Part I
None at this time.
Part II
The permits identified below are based on current job scope and site
specifications. Transco may not require all the listed permits or may require
additional permits not listed in the event of a change to the job scope or site
specifications. Transco applies for and receives authorization for the types of
permits identified below in the ordinary course of business.
Corps of Engineers Permit (if wetlands are present)
T&E Clearance (U.S. Fish and Wildlife Service)
Cultural Resources Clearance (State Historic Preservation Office)
Hydrostatic Discharge Permit
Land Disturbance Permit (SE&SCP)
Building Permit from the county
Radio Tower Permit from the county
Exhibit C to
Consent And Agreement
---------------------
November __, 1999
[OTHER ADDRESSEES]
Tenaska Georgia Partners, L.P.
0000 Xxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Re: Natural gas-fired electric generating facility located in
Heard County, Georgia (the "Project")
Ladies and Gentlemen:
I or other staff attorneys acting under my supervision have acted as
counsel to Transcontinental Gas Pipe Line Corporation, a Delaware corporation
("Transco") in connection with the Project to be constructed by Tenaska Georgia
Partners, L.P., a Delaware limited partnership ("TGP"), for which Transco will
construct facilities to interconnect Transco's natural gas pipeline with TGP's
natural gas facilities pursuant to the Interconnect, Reimbursement and Operating
Agreement, dated August 18, 1999, to which TGP and Transco are parties (the
"Interconnect Agreement"). This opinion is delivered to you pursuant to the Bond
Purchase Agreement dated _______________ (the "Bond Purchase Agreement") by and
among TGP, Xxxxxxx, Sachs & Co., and the purchaser of the taxable bonds
thereunder (the "Bondholders").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following:
(i) the Interconnect Agreement;
(ii) the Consent and Agreement of Transco, dated
___________; and
(iii) the Articles of Incorporation and Bylaws for Transco.
The documents referred to in item (iii) above are hereinafter
collectively referred to as the "Governing Documents" and the documents referred
to in items (i) through (ii) above are hereinafter collectively referred to as
the "Documents." In addition, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below.
In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such copies, and the
due execution and delivery, pursuant to due authorization, of the Documents and
the enforceability (subject to limitations on enforceability of the types
referred to in paragraph 4 of this opinion) of the Documents against TGP and
Bondholders. In rendering the opinions expressed below, we have further assumed,
without any independent investigation or verification of any kind, that each
Document we have examined is the valid and binding obligation of each party
thereto other than Transco.
I am admitted to the bar of the State of Texas. I express no opinion as
to the law of any jurisdiction other than (i) the laws of the State of Texas and
(ii) the federal laws of the United States of America and (iii) the laws of the
State of Delaware pertaining to corporations and to limited partnerships. As to
all questions of fact material to this opinion that have not been independently
established, I have relied upon certificates or comparable documentation of
officers and representatives of Transco and upon representations and warranties
of Transco contained in the Documents.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that:
1. Transco is a Delaware corporation, duly organized, validly
existing and in good standing under the laws of the State of Delaware
and is duly qualified to do business in each jurisdiction in which it
owns or leases real property or in which the nature of its business
requires it to be so qualified.
2. Transco has taken all necessary corporate action to
authorize the execution, delivery and performance by it of each
Document, and has duly executed and delivered each Document.
3. Transco has all corporate power and authority to execute,
deliver, and perform obligations under, the Documents.
4. Each Document constitutes the valid and binding obligation
of Transco enforceable against Transco in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws
affecting enforcement of creditors' rights generally and by general
principles of equity including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding in equity or at law).
5. The execution, delivery and performance by Transco of the
Documents will not: (i) contravene any applicable provision of any law,
regulation, ruling, order or decree of any governmental authority to
which or by which Transco or any of its property or assets is subject
or bound or (ii) violate any provision of the Governing Documents of
Transco. The execution, delivery, and performance by Transco of the
Documents do not
and will not, to the best of our knowledge after due inquiry, conflict
with, result in any breach of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or
impose) any lien or encumbrance upon any of the property or assets of
Transco pursuant to any provision of any securities issued by Transco,
or any indenture, mortgage, deed of trust, contract, undertaking,
document, instrument or other agreement to which Transco is a party or
by which it or any of its property or assets is bound.
6. No consent, order, authorization, waiver, approval or any
other action, or registration, declaration or filing with, any person,
board or body, public or private (collectively "Approvals"), is
required to be obtained by Transco in connection with the execution,
delivery or performance of the Documents or the consummation of the
transactions contemplated thereby, except as listed on Schedule A
hereto. All such Approvals listed on Schedule A, except for those in
Part II thereof, are Final (as defined below). An Approval shall be
Final if it has been validly issued, is in full force and effect, is
not subject to any condition (other than compliance with terms
thereof), does not impose restrictions or requirements inconsistent
with the terms of the Documents, and is final and not subject to any
appeal.
7. To the best of our knowledge after due inquiry, there are
no pending or threatened actions or proceeding affecting Transco or any
of its properties or assets that individually or in the aggregate could
materially adversely affect the execution, delivery and performance by
Transco of any of the Documents.
8. I express no opinion as to the effect on the opinions
herein stated of compliance or noncompliance by TGP or Bondholder with
any applicable state, federal or other laws or regulations.
This opinion and the matters addressed herein are as of the date
hereof, and I undertake no, and hereby expressly disclaim any, obligation to
advise you or any other person of any change in any matter set forth herein
occurring after the date hereof. This opinion is furnished by me, as counsel to
the Company, to lender for its use in connection with the subject transaction
and may not be otherwise used, quoted, referred to or otherwise relied upon, for
any other purpose by any other person or entity, without my prior written
consent. This letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. This opinion is
being furnished only to the Addressees, and their respective successors and
assigns and is solely for the benefit of such parties.
Very truly yours,
--------------------------------
Attorney
SCHEDULE A
APPROVALS
Part I
None at this time.
Part II
The permits identified below are based on current job scope and site
specifications. Transco may not require all the listed permits or may require
additional permits not listed in the event of a change to the job scope or site
specifications. Transco applies for and receives authorization for the types of
permits identified below in the ordinary course of business.
Corps of Engineers Permit (if wetlands are present)
T&E Clearance (U.S. Fish and Wildlife Service)
Cultural Resources Clearance (State Historic Preservation Office)
Hydrostatic Discharge Permit
Land Disturbance Permit (SE&SCP)
Building Permit from the county
Radio Tower Permit from the county
