Exhibit 10.15
ELECTRIC SUBSTATION SITE OPTION AGREEMENT
This Electric Substation Site Option Agreement ("Agreement") is made
and entered into this 10th day of November, 1999, by and between TENASKA GEORGIA
PARTNERS, L.P. a Delaware limited partnership, hereinafter referred to as
"Buyer", and TENASKA, INC., a Delaware corporation, hereinafter referred to as
"Seller".
In consideration of the sum of Ten and No/100 ($10.00) Dollars paid by
Buyer to Seller as a non-refundable option fee (the "Option Fee"), the receipt
of which is hereby acknowledged by Seller, Seller hereby grants to Buyer the
exclusive option (the "Option") to purchase one contiguous block of land up to
eight (8) acres in size (the land, of up to eight [8] acres, Buyer elects to
purchase pursuant to this Agreement being hereinafter referred to as the
"Substation Site"), from that certain tract or parcel of land identified and
described in EXHIBIT "A" attached hereto and made a part hereof (hereinafter
referred to as "Tract A-2"), for use as an electric substation and switch yard
related to the electric generating facility to be constructed by Buyer on that
certain tract or parcel of land identified and described in EXHIBIT "B" attached
hereto and made a part hereof (the "Power Plant Site"). The Buyer shall have the
sole and absolute discretion to select the location and configuration of the
Substation Site to be purchased by Buyer, provided, however, that the Substation
Site selected by Buyer shall be contiguous to the Power Plant Site and shall not
exceed eight (8) acres in size.
Should Buyer exercise the Option, Buyer shall pay Seller a purchase
price of Six Thousand Five Hundred and No/100 ($6,500.00) Dollars per acre (the
"Purchase Price"), with the acreage determined by an ALTA/ACSM survey prepared
for Buyer by a Georgia registered land surveyor, at Buyer's cost, and the survey
and acreage approved by Seller as being in accordance with the terms of this
Agreement, Seller's approval not to be unreasonably withheld, conditioned or
delayed (said survey, after being so approved by Seller, being hereinafter
referred to as the "Survey"). The closing of such purchase shall take place at
any time on or before the expiration of the Option Period (as hereinafter
defined). The Purchase Price shall be paid in cash at the closing of the
purchase.
The Option Fee shall secure the Option on the above Substation Site for
a period commencing on the date first above written and expiring on December 31,
2001 (the "Option Period"). The above non-refundable Option Fee shall not be
credited towards the Purchase Price.
Buyer shall at all times during the Option Period, and prior to the
closing of the purchase of the Substation Site, have full rights of access to
Tract A-2 for purposes of Buyer, its agents, engineers and contractors entering
upon Tract A-2 to conduct any inspections, studies, environmental audits,
surveys, soils tests, borings, percolation tests or other tests, studies or
examinations Buyer determines are needed in order for Buyer to evaluate Tract
A-2 and the Substation Site, with all such work to be performed at Buyer's sole
risk and expense. Buyer agrees to indemnify, defend and hold harmless Seller
with respect to any and all claims, demands, liabilities, losses, liens, suits,
actions, causes of action, costs, expenses (including reasonable attorneys' fees
and fees of other experts) and damages, of any kind or nature, resulting in
whole or in part from any activities of Buyer on Tract A-2, including, without
limitation the acts or omissions of Buyer and Buyer's agents, employees,
servants, contractors
and subcontractors, except to the extent caused solely by the gross negligence
of Seller (collectively the "Buyer's Inspection Indemnity Obligations"). Buyer
shall restore the surface of any portion of Tract A-2 disturbed by any such
activities and pay for any damage to timber and equipment caused by Buyer's
activities on Tract A-2 during the Option Period. Buyer shall be responsible for
the acts and omissions of all agents, employees, servants, contractors and
subcontractors engaged by Buyer to conduct such inspection work. Buyer further
agrees that during such inspections it will have in effect liability and
property damage insurance coverage in form and amounts reasonably acceptable to
Seller taking into account the scope of the work. Upon notice and request by
Seller, Buyer shall deliver to Seller a certificate of insurance evidencing the
coverages maintained by Buyer covering such inspection work.
This Option may only be exercised by Buyer giving Seller written notice
of exercise any time during the Option Period, which notice shall include the
above-described Survey designating the location and configuration of the
Substation Site in compliance with the terms of this Agreement. Following
exercise of the Option, the exact date and time for closing shall be specified
by Buyer to Seller by written notice given not less than thirty (30) days prior
to the date specified for closing.
If this Option is exercised (in accordance with its terms) the Seller
shall sell and the Buyer shall purchase the Substation Site of up to eight (8)
acres as identified and described in the Survey. Upon payment of the Purchase
Price by Buyer, Seller will deliver to Buyer, or any person or entity said Buyer
may designate, a limited warranty deed for the Substation Site and such
documentation as shall be required so as to (i) enable Buyer or its designee to
obtain an owners title insurance policy issued by a Georgia title insurance
company, with the standard title exceptions (other than the survey exception)
deleted, in an amount not less than the full Purchase Price of the Substation
Site, showing title to said Substation Site to be vested in Buyer or its
designee, at the standard premium rates, and (ii) close the purchase of the
Substation Site in accordance with the terms hereof. Said conveyance shall be
free and clear of all liens and encumbrances, with the exception of the
permitted title exceptions identified and described on EXHIBIT "C" attached
hereto and made a part hereof (collectively the "Permitted Title Exceptions").
Upon purchase of the Substation Site, Seller shall pay the Georgia real
estate transfer tax assessments in connection with the sale of the Substation
Site, the costs to clear title and to convey good and marketable fee simple
title, subject to the Permitted Title Exceptions, and the legal fees of Seller
associated with the sale. Buyer shall pay all associated legal fees of its own,
the full cost of the site survey, the cost of the title exam and title insurance
premium for any title policy obtained by Buyer, the cost to record the limited
warranty deed by which the Substation Site shall be transferred and any costs
incurred by Buyer in connection with any inspections performed by or for the
benefit of Buyer. Any and all real estate taxes and/or assessments shall be
prorated as of the date of closing. The limited warranty deed executed and
delivered at closing shall provide that Buyer, as Grantee, shall assume
liability for subsequent ad valorem tax assessments for prior years due to any
change in the land usage of the Substation Site made by Buyer, its successors or
assigns. Seller and Buyer represent and warrant, each to the other, that they
have not engaged or dealt with any real estate agent, broker or sales person in
connection with this Agreement or the sale of the Substation Site.
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If the Buyer does not exercise this Option, neither party shall have
any further rights or claims against the other, except that Buyer's Inspection
Indemnity Obligations shall survive the expiration or any earlier termination of
this Agreement.
Seller agrees that during the option period Seller will not voluntarily
encumber, lien, convey, assign or grant any rights in or on Tract A-2 without
the prior written consent of Buyer and any holder of security interest in power
generation facility being constructed by Buyer on the Power Plant Site (all of
the foregoing being hereinafter collectively referred to as "Lenders"), such
consent by Buyer and any Lenders not to be unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing terms of this grammatical paragraph or
any other term or provision of this Agreement to the contrary, Seller shall be
permitted during the option period to encumber Tract A-2 with a Restricted
Covenant in compliance with the terms of that certain permit number 980013970
issued to Buyer pursuant to Section 404 of the Clean Water Act ( 33 U.S.C.
1344), and/or Section 10 of the Rivers and Harbors Act of 1899 (33 U.S.C.403 ))
by the Department of the Army, Corps of Engineers, Savannah District, without
Seller having to obtain the prior written consent of Buyer or any Lenders, and
upon the public recording of such Restricted Covenant it shall be deemed
included in the Exhibit "C" Permitted Title Exceptions as if originally set
forth on EXHIBIT "C".
This Option constitutes the entire agreement between the parties. No
representations, warranties or promises pertaining to this Option or any
property affected by this Option have been made by, or shall be binding on, any
of the parties hereto, except as expressly stated in this Option. This Option
may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any such change is sought. The interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Georgia. This Option shall inure to the benefit of, and shall bind,
the successors and assigns of the respective parties. All agreements, terms,
conditions, representation and warranties, if any, in this Agreement not
performed at or before the closing of the sale of the Substation Site shall not
survive the closing and shall be merged into the limited warranty deed delivered
at closing, except that Buyer's Inspection Indemnity Obligations shall survive
the closing.
No right or interest in this Agreement shall be assigned by Buyer
without the written permission of Seller; provided, however, nothing contained
in this Paragraph shall be construed to restrict Buyer in any manner from freely
granting a security interest, transferring in trust, mortgaging, hypothecating,
assigning or otherwise transferring Buyer's right, title and interest under this
Agreement to any institutional or commercial lender, or other person, its
successors or assigns, providing credit or loans to Buyer in connection with the
financing, refinancing or operation of an electric generating plant (hereinafter
referred to as a "Lender" or "Lenders") or construed to restrict any Lender from
exercising its rights or pursuing its remedies available under any loan
agreements, security agreements or other instruments or documents between itself
and Buyer or otherwise available to such Lender at law or in equity; and that
Buyer may assign this Agreement without the prior written permission of Seller
to Buyer's Lender(s), and Seller will execute a consent to such assignment as
may be reasonably requested by such Lender(s). Any attempt of assignment shall
be void and ineffective for all purposes unless made
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in conformity with this Paragraph. No such assignment of this Agreement or any
rights hereunder shall release the Buyer or other assignor from any of its
obligations hereunder.
Any notice or demand required or permitted under this Option shall be
sent by hand delivery, guaranteed overnight delivery (e.g. UPS Next Day Air) or
by registered or certified mail return receipt requested, sent as follows:
To Seller: Tenaska, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Plus copies to: Tenaska, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Law and Contract Administration Departments
and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Long ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
Suite 3500
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
To Buyer: Tenaska Georgia Partners, L.P..
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Plus copies to: Tenaska Georgia, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Law and Contract Administration Departments
and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Long ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
Suite 3500
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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All notice shall be effective upon hand delivery, deposit with an overnight
courier or deposit in the U.S. Mail, in accordance herewith. Either party may
change their address(es) for receipt of notices by giving at least ten (10) days
prior written notice of said change to the other party in accordance herewith.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BUYER:
TENASKA GEORGIA PARTNERS, L.P., a
Delaware limited partnership
By: Tenaska Georgia, Inc., a Delaware
corporation, its General Partner
By:/S/
---------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President of Finance & Treasurer
[CORPORATE SEAL]
[SIGNATURES CONTINUED ON NEXT PAGE]
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SELLER:
TENASKA, INC, a Delaware corporation
By: /S/
---------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
[CORPORATE SEAL]
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EXHIBIT "A"
LEGAL DESCRIPTION
TRACT A-2
ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND LOTS 236
& 237 OF THE THIRD LAND DISTRICT OF HEARD COUNTY GEORGIA, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY RIGHT OF WAY LINE OF ▇▇▇
▇▇▇▇▇▇▇▇ ROAD (80 FOOT WIDTH) WITH THE SOUTHERLY RIGHT OF WAY LINE OF ▇▇▇▇▇▇
▇▇▇▇▇ ROAD (PRESCRIPTIVE RIGHT OF WAY 40 FEET, MORE OR LESS, IN WIDTH), SAID
POINT BEING THE POINT OF REFERENCE; THENCE ALONG THE SOUTHERLY MARGIN OF ▇▇▇▇▇▇
▇▇▇▇▇ ROAD SOUTH 74 DEGREES 00 MINUTES 18 SECONDS WEST FOR A DISTANCE OF 877.40
FEET TO A METAL FENCE POST FLUSH WITH THE GROUND, SAID POINT BEING THE POINT OF
BEGINNING FOR THE HEREIN DESCRIBED PARCEL OF LAND.
THENCE South 01 degrees 19 minutes 00 seconds West for a distance of
902.40 feet to a STEEL FENCE POST;
THENCE South 01 degrees 36 minutes 50 seconds East for a distance of
321.00 feet to a 1" PIPE;
THENCE South 00 degrees 28 minutes 16 seconds West for a distance of
802.62 feet to an 1" PIPE;
THENCE South 00 degrees 43 minutes 57 seconds West for a distance of
291.17 feet to an POINT IN THE CENTERLINE OF HILLY MILL CREEK;
THENCE along the centerline of Hilly Mill Creek to the Northwest, more
or less, North 60 degrees 42 minutes 09 seconds West for a distance of 97.17
feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE South 21 degrees 03 minutes 44 seconds West for a distance of
136.80 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 73 degrees 18 minutes 03 seconds West for a distance of
223.86 feet to a POINT AT THE CENTERLINE OF A GEORGIA POWER COMPANY TRANSMISSION
LINE RIGHT OF WAY (150 FOOT WIDTH);
THENCE North 73 degrees 18 minutes 03 seconds West for a distance of
36.90 feet to a POINT IN THE CENTERLINE OF THE CREEK;
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THENCE North 46 degrees 21 minutes 20 seconds West for a distance of
61.64 feet to a POINT ON THE WESTERLY LIMIT OF A GEORGIA POWER COMPANY
TRANSMISSION LINE RIGHT OF WAY (150 FOOT WIDTH);
THENCE along said westerly limit of a Georgia Power Company Right of
Way North 05 degrees 00 minutes 38 seconds West for a distance of 210.06 feet to
a 2 INCH REBAR SET AT THE NORTHERLY LIMITS OF THE WETLANDS OF HILLY MILL CREEK;
THENCE along said westerly limit of a Georgia Power Company Right of
Way North 05 degrees 00 minutes 38 seconds West for a distance of 1963.86 feet
to a 2 INCH REBAR SET;
THENCE South 88 degrees 37 minutes 10 seconds East for a distance of
252.91 feet to a 12 INCH WOOD POST;
THENCE North 72 degrees 48 minutes 00 seconds East for a distance of
405.46 feet to the POINT OF BEGINNING.
Said property contains 27.41 acres, more or less, and is that same tract or
parcel of land shown as Tract A2 on that certain ALTA/ACSM Title Survey,
entitled Heard County Power Generation Site for Tenaska, Inc., Tenaska Georgia,
Inc., Tenaska Georgia I, LP, Tenaska Georgia Partners, LP, Fidelity National
Title Insurance Company of New York, ▇▇▇▇▇▇▇ Title Guaranty Company, Heard
County Development Authority & The Chase Manhattan Bank as Trustee and
Collateral Agent, prepared by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associate, Inc., bearing the
seal and certification of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Registered Land Surveyor No.
2558, dated March 19, 1999, last revised _________________, 1999.
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EXHIBIT "B"
LEGAL DESCRIPTION
TRACT A-1
ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND LOTS
236 & 237 OF THE THIRD LAND DISTRICT OF HEARD COUNTY GEORGIA, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY RIGHT OF WAY LINE OF ▇▇▇
▇▇▇▇▇▇▇▇ ROAD (80 FOOT WIDTH) WITH THE SOUTHERLY RIGHT OF WAY LINE OF ▇▇▇▇▇▇
▇▇▇▇▇ ROAD (PRESCRIPTIVE RIGHT OF WAY 40 FEET, MORE OR LESS, IN WIDTH), SAID
POINT BEING THE POINT OF REFERENCE; THENCE ALONG THE SOUTHERLY MARGIN OF ▇▇▇▇▇▇
▇▇▇▇▇ ROAD SOUTH 74 DEGREES 00 MINUTES 18 SECONDS WEST FOR A DISTANCE OF 877.40
FEET TO A METAL FENCE POST FLUSH WITH THE GROUND;
THENCE South 72 degrees 48 minutes 00 seconds West for a distance of
405.46 feet to a 12 INCH WOOD POST;
THENCE North 88 degrees 37 minutes 10 seconds West for a distance of
252.91 feet to a INCH REBAR SET ON THE WESTERLY LINE OF A GEORGIA POWER COMPANY
RIGHT OF WAY (150 FOOT WIDTH), SAID POINT BEING THE POINT OF BEGINNING FOR THE
HEREIN DESCRIBED PARCEL OF LAND.
THENCE along said westerly line of a Georgia Power Company Right of Way
South 05 degrees 00 minutes 38 seconds East for a distance of 2173.92 feet to
the CENTERLINE OF HILLY MILL CREEK;
THENCE along the centerline of Hilly Mill Creek to the Northwest, more
or less, North 46 degrees 21 minutes 20 seconds West for a distance of 66.26
feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 78 degrees 13 minutes 26 seconds West for a distance of
274.76 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 53 degrees 56 minutes 11 seconds West for a distance of
188.31 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 26 degrees 05 minutes 05 seconds West for a distance of
142.40 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 74 degrees 59 minutes 42 seconds West for a distance of
170.99 feet to a POINT IN THE CENTERLINE OF THE CREEK;
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THENCE North 53 degrees 11 minutes 27 seconds West for a distance of
280.96 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 65 degrees 46 minutes 02 seconds West for a distance of
101.90 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE South 56 degrees 23 minutes 59 seconds West for a distance of
162.95 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 80 degrees 36 minutes 29 seconds West for a distance of
406.05 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 29 degrees 13 minutes 39 seconds West for a distance of
496.12 feet to a POINT OF INTERSECTION OF HILLY MILL CREEK AND AN UNNAMED CREEK;
THENCE along the centerline of the unnamed creek to the Northeast, more
or less, North 68 degrees 03 minutes 13 seconds East for a distance of 336.28
feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 65 degrees 29 minutes 52 seconds East for a distance of
296.07 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 54 degrees 43 minutes 02 seconds East for a distance of
67.68 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 17 degrees 17 minutes 28 seconds East for a distance of
228.26 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 23 degrees 21 minutes 46 seconds East for a distance of
241.49 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 07 degrees 17 minutes 08 seconds East for a distance of
71.42 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 79 degrees 26 minutes 44 seconds East for a distance of
307.88 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 48 degrees 14 minutes 55 seconds East for a distance of
157.63 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 27 degrees 04 minutes 19 seconds East for a distance of
111.97 feet to a POINT IN THE CENTERLINE OF THE CREEK;
THENCE North 55 degrees 09 minutes 32 seconds East for a distance of
128.35 feet to a POINT IN THE CENTERLINE OF THE CREEK;
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THENCE North 08 degrees 06 minutes 45 seconds East for a distance of
34.61 feet to an IRON PIN SET IN THE CENTERLINE OF THE CREEK;
THENCE South 88 degrees 37 minutes 10 seconds East for a distance of
212.86 feet to on the Westerly line of a GEORGIA POWER COMPANY TRANSMISSION LINE
RIGHT OF WAY (150 FOOT WIDTH); Said point being the POINT OF BEGINNING.
Said property contains 46.13, more or less, and is that same tract or
parcel of land shown as Tract A2 on that certain ALTA/ACSM Title Survey,
entitled Heard County Power Generation Site for Tenaska, Inc., Tenaska Georgia,
Inc., Tenaska Georgia I, LP, Tenaska Georgia Partners, LP, Fidelity National
Title Insurance Company of New York, ▇▇▇▇▇▇▇ Title Guaranty Company, Heard
County Development Authority & The Chase Manhattan Bank as Trustee and
Collateral Agent, prepared by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associate, Inc., bearing the
seal and certification of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Registered Land Surveyor No.
2558, dated March 19, 1999, last revised ________________, 1999.
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EXHIBIT "C"
PERMITTED TITLE EXCEPTIONS
1. Liens for real estate ad valorem taxes, real estate assessments and
other governmental charges against real estate which are not yet due
and payable.
2. Any applicable zoning ordinances and governmental rules and regulations
3. All rights of the federal or state government with respect to any
waterway which is adjacent to or which crosses the Substation Site or
any portion or portions thereof.
4. Right of Way Deed Plant ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Transmission Line from ▇▇▇▇▇▇▇
▇▇▇▇▇ Company dated August 7, 1974, filed for record September 14,
1974, recorded in Deed Book 75, Page 438, Heard County, Georgia records
(as shown on survey by ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associates, referenced
below).
5. All matters not of record which would be disclosed by an accurate
survey or inspection of the Substation Site.
6. All matter shown or disclosed on that certain ALTA/ACSM Title Survey,
entitled Heard County Power Generation Site for Tenaska, Inc., Tenaska
Georgia, Inc., Tenaska Georgia I, LP, Tenaska Georgia Partners, LP,
Fidelity National Title Insurance Company of New York, ▇▇▇▇▇▇▇ Title
Guaranty Company, Heard County Development Authority & The Chase
Manhattan Bank as Trustee and Collateral Agent, prepared by ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & Associate, Inc., bearing the seal and certification of ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇. Registered Land Surveyor No. 2558, dated March 19,
1999, last revised ______________, 1999.
7. Right of First Refusal Agreement by and between Tenaska, Inc., a
Delaware corporation, and Inland Paperboard and Packaging, Inc., a
Delaware corporation, dated October 8, 1999, and that certain
Memorandum of Right of First Refusal Agreement by and between Tenaska,
Inc., a Delaware corporation, and Inland Paperboard and Packaging,
Inc., a Delaware corporation, dated October 8, 1999, filed for record
October 11, 1999 at 3:15 p.m., recorded in Deed Book 201, Page 131,
Heard County, Georgia records.
8. Terms and provision contained in that certain Easement Agreement by and
between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Tenaska, Inc., a Delaware corporation,
dated May 7, 1998, filed for record May 7, 1998 at 1:54 p.m., recorded
in Deed Book 184, Page 578, aforesaid Records.
9. Restricted Covenant from Tenaska Inc., a Delaware corporation, dated
November ___, 1999, filed for record November ___, 1999 at ___:___
__.m., recorded in Deed Book _______, Page _______, aforesaid Records.
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10. That certain Access and Utility Easement Agreement from Tenaska, Inc.,
a Delaware corporation to Tenaska Georgia Partners, L.P., a Delaware
limited partnership, dated November ___, 1999, filed for record
November ___, 1999 at ___:___ __.m., recorded in Deed Book _______,
Page _______, aforesaid Records.
REElectricSubstationSiteOptionAgreement
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