Exhibit 10.17
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is dated as
of the 31st day of July, 2001 by and between GEORGIA POWER COMPANY, a Georgia
corporation ("Assignor"), and SOUTHERN POWER COMPANY, a Delaware corporation
("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor and Assignee are parties to that certain Asset
Purchase and Sale Agreement dated as of July 31, 2001 (the "Purchase
Agreement"), providing for, among other things the sale of Assignor's interest
in Plant ▇▇▇▇▇▇▇▇ from Assignor to Assignee, the assignment by Assignor to
Assignee of the Seller's Agreements, the Operating Permits and the Environmental
Permits along with all other general intangibles associated with Plant ▇▇▇▇▇▇▇▇
and the assumption of the Assumed Liabilities by Assignee;
WHEREAS, Assignor and Assignee now desire to carry out the intent and
purposes of the Purchase Agreement by the execution and delivery of this
instrument.
NOW, THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Assignor does hereby sell, transfer, convey, assign and deliver to
Assignee all of the right, title and interest of Assignor in, to and under the
Seller's Agreements, including, without limitation, those Seller's Agreements
listed on Schedule 1, along with all claims, warranties, rights and guarantees
in, and all claims for damages arising under such Seller's Agreements and the
right to compel performance of the terms of such Seller's Agreements, as well as
all other general intangibles associated with Plant ▇▇▇▇▇▇▇▇.
2. Assignor does hereby sell, transfer, convey, assign and deliver to
Assignee all of the right, title and interest of Assignor in, to and under the
Operating Permits and Environmental Permits to the extent the same are not
retained by Assignor as operator of the Assets pursuant to the Operating
Agreement and to the extent that the same may lawfully be transferred by this
Agreement.
3. Assignee does hereby accept all of the right, title and interest of
Assignor in, to and under the Seller's Agreements, Operating Permits and
Environmental Permits assigned by Assignor above, and does hereby assume and
agree to pay, perform and discharge promptly and fully when and as required all
of the Assumed Liabilities.
4. The parties hereto agree to do, execute, acknowledge and deliver, or
cause to be done, executed, acknowledged and delivered, all such further acts,
instruments, assignments, transfers, and assurance as may be required in order
to carry out the intent of this Agreement.
5. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
7. Capitalized terms not defined herein shall have the respective
meanings assigned to such terms in the Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized representatives to execute this Agreement as of the day and year
first above written.
"Assignor"
GEORGIA POWER COMPANY
By:
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Name:
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Title:
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"Assignee"
SOUTHERN POWER COMPANY
By:
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▇.▇. ▇▇▇▇▇▇▇
Vice President, Comptroller and Chief Financial Officer
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Schedule 1
Seller's Agreements
1 Purchased Power Agreement between Georgia Power Company and LG&E Energy
Marketing, Inc., dated as of November 24, 1998, as amended by letter dated
May 10, 1999.
2 Purchased Power Agreement between Georgia Power Company and LG&E Energy
Marketing, Inc., dated as of September 23, 1999.
3 Purchased Power Agreement between Georgia Power Company and Dynegy Power
Marketing, Inc., dated as of March 2, 2000.
4 Agreement for the Design, Supply and Construction of Power Generation
Facility at ▇▇▇▇▇▇▇ County, Georgia (Units 1-8) between Georgia Power
Company and General Electric Company, dated January 8, 1999.
5 Agreement for Purchase and Sale of Simple Cycle Gas Turbines for Plant
▇▇▇▇▇▇▇▇ Units 9 and 10 between Georgia Power Company and General Electric
Company, dated September 16, 1999.
6 Equipment Purchase Orders (see attached list)
7 Water Supply Agreement dated as of March 17, 1999 by and between Georgia
Power Company and the ▇▇▇▇▇▇▇ County Water and Sewerage Authority, as
amended by Amendment to Water Supply Agreement, dated as of October 5,
1999.
8 Transcontinental Gas Pipe Line Corporation Interconnect Reimbursement and
Operating Agreement by and between Transcontinental Gas Pipe Line
Corporation and Georgia Power Company, dated as of July 22, 1999.
9 Pipeline Operating Agreement by and between Georgia Power Company and
Atlanta Gas Light Company, entered into as of August 11, 2000, as amended
by Amendment No.1 to Pipeline Operating Agreement, dated as of March 1,
2001.
10 Transcontinental Gas Pipe Line Corporation Precedent Agreement between
Transcontinental Gas Pipe Line Corporation and Georgia Power Company, dated
February 9, 1999, as amended by letter dated February 3, 2000.
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11 Rate Agreement for Firm Transportation Service between Transcontinental Gas
Pipe Line Corporation and Southern Company Services, Inc. as agent for
Georgia Power Company, Alabama Power Company, Mississippi Power Company,
Gulf Power Company and Savannah Electric and Power Company, dated February
3, 2000, as amended by letter dated May 26, 2000.
12 Service Agreement between Transcontinental Gas Pipe Line Corporation and
Southern Company Services, Inc., as agent for Georgia Power Company,
Alabama Power Company, Mississippi Power Company, Gulf Power Company and
Savannah Electric and Power Company, dated May 23, 2000.
13 Contract for Combustion Turbine Project for ▇▇▇▇▇ ▇ & ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ Power Company between TIC - The Industrial Company and Georgia
Power Company, dated July 17, 2000
14 Long Term Service Agreement for Units 1-10 at Plant ▇▇▇▇▇▇▇▇ between
General Electric International, Inc. and Georgia Power Company, dated
December, 2000.
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