AGREEMENT
THIS Agreement ("AGREEMENT"), dated as of August 12, 1999, is made and
entered into, effective as of the last date of its execution by the respective
parties hereto, determined by reference to the date set forth opposite their
respective names on the signature pages attached hereto, by and between the
following (collectively the "PARTIES"): PANOLA PARTNERSHIP, INC.
("PARTNERSHIP"), a Mississippi non-profit, tax-exempt corporation; and LSP
ENERGY LIMITED PARTNERSHIP, a Delaware limited partnership ("COMPANY").
W I T N E S S E T H:
WHEREAS, the Company, the MDECD, Authority, County, City, and XXX are
negotiating a certain Inducement Agreement and certain Use Agreements regarding
both the Company's development in the City and County of the Project, as more
particularly described in the Inducement Agreement, and the Company's use of the
Facility Components, as more particularly described in the Use Agreements.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing, the mutual
covenants, promises and agreements contained in this Agreement, the efforts,
assistance, and support rendered and to be rendered by the Partnership on behalf
of the Company in locating the Project in the City and County, including the
assistance provided by the Partnership in connection with the selection by the
MDECD, Authority, the County and the City of the Company as the entity chosen to
construct the facility described in Section 57-75-5(f)(viii) of the Impact Act,
the obtaining of certain
economic development inducements and incentives more particularly described in
the Inducement Agreement, and the negotiation and execution of the Inducement
Agreement and Use Agreements, as well as certain other good and valuable
consideration, each to the other given, the receipt and sufficiency of all of
which are both hereby expressly acknowledged, the Parties hereto, intending
legally to be bound, do hereby mutually agree as follows:
1. Subject only to the provisions of Section 3 hereof, the Company
shall pay the Development Payment (as defined below) to the Partnership for a
period of thirty (30) years commencing with the first calendar month beginning
after the Substantial Completion Date of the Facility. The Development Payment
shall be Three Hundred Thousand Dollars ($300,000.00) for the first twelve (12)
months, and thereafter increasing annually at the compound rate of two percent
(2%) per annum ("DEVELOPMENT PAYMENT"), and shall be paid during each annual
period monthly in advance in equal installments.
2. The Partnership agrees to use the Development Payment received from
the Company to promote and encourage the continued, long-term, future economic
development of the City and County by using such Development Payment, together
with any earnings thereon, or profits or other income or proceeds from the use
thereof, solely for capital expenditures, and not as operating funds, with
respect to economic development projects in the City and County.
3. The Partnership expressly acknowledges that the Company's
obligations under this Agreement are conditioned upon the final
2
approval and execution of the Inducement Agreement and Use Agreements by the
Company, MDECD, Authority, County, City, and XXX; the issuance of the Impact
Bonds and the application of the Impact Proceeds to pay or reimburse the Company
for the costs of the Facility Components as contemplated by the Inducement
Agreement; and the continuation of the Use Agreements (unless any such agreement
is terminated as the result of a default by the Company).
4. Partnership commits to the Company to support, and to use its best
efforts to secure and to obtain, at no cost to the Partnership, the commitments
of the County and XXX for, enactment by the Mississippi Legislature of favorable
local and private legislation which would expand the scope and authority of the
XXX and enable the Development Payment to be paid by the Company to the XXX and
then to be used directly by the XXX and/or transferred by the XXX to the
Partnership for the same use thereby as described in Section 2 hereof, in which
case the Company would then pay the Development Payment to the XXX instead of
the Partnership.
5. All capitalized words and phrases used herein which are not
specifically otherwise defined herein shall have the same meaning in this
Agreement as in the Inducement Agreement of even date herewith.
6. This Agreement shall be binding upon and inure to the benefit of
both the Parties hereto and their respective successors and assigns. Except for
a collateral assignment hereof to the Lenders and except as contemplated in
Paragraph 7 hereof, the Company may not, however, assign or transfer any of its
rights or
3
obligations under this Agreement without the prior written consent of the
Partnership, which consent shall not, however, be unreasonably withheld. Upon
any such permitted assignment or transfer, the Company shall nevertheless remain
liable for the payment to the Partnership of the Development Payment absent the
prior written release of the Partnership, which release shall not, however, be
unreasonably withheld.
7. The Company may not transfer all or substantially all of its assets
to another entity (whether by merger, consolidation or otherwise) without an
express written assignment to, and assumption by, such entity of all of the
Company's rights, title and interest to and obligations, liabilities and
responsibilities under this Agreement, without the prior written consent of the
Partnership, which consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, the undersigned individuals, for and on behalf of
and in the name of the undersigned corporations, and in their indicated
capacities as corporate officers thereof, have executed this Agreement on the
dates set forth opposite their respective names, having first been authorized by
such corporations so to do.
COMPANY: LSP ENERGY LIMITED PARTNERSHIP
By: LSP ENERGY, INC.,
General Partner
Date: August 12, 1999 By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxxxxx, Senior
Vice President
4
PARTNERSHIP: PANOLA PARTNERSHIP, INC.
Date: August 12, 1999 By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Xxxxxx Xxxxxxxx, President
5
