Exhibit 10.24.1
AGREEMENT FOR ASSIGNMENT AND ASSUMPTION
OF
LTSA TO TENASKA GEORGIA I
This Agreement for Assignment and Assumption of LTSA to Tenaska Georgia I
(this "Agreement") entered into by and between Tenaska, Inc., a Delaware
corporation ("Tenaska"), and Tenaska Georgia I, L.P., a Delaware limited
partnership ("Tenaska Georgia I"), effective November 10, 1999.
WHEREAS, Tenaska and General Electric International, Inc., a Delaware
corporation ("GEII") entered into a Long Term Parts & Long Term Service
Contract, dated June 24, 1999, which provides for long term parts and services
for certain turbines and associated generators and auxiliaries located at an
electric generating facility located in Heard County in the State of Georgia
("LTSA"); and
WHEREAS, Part 12 of Appendix B of the LTSA 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, pursuant to Part 12 of Appendix B of the LTSA, Tenaska desires to
assign the LTSA to Tenaska ▇▇▇▇▇▇▇ ▇.
NOW, THEREFORE, the parties agree as follows:
1. Tenaska assigns to Tenaska Georgia I all of its rights and benefits
under the LTSA, and Tenaska further assigns and delegates all of its duties and
obligations under the LTSA to Tenaska ▇▇▇▇▇▇▇ ▇.
2. Tenaska Georgia I accepts the assignment from Tenaska of all rights and
benefits under the LTSA and assumes all of the duties and obligations of Tenaska
as contained in the LTSA.
3. Tenaska Georgia I hereby releases Tenaska from any and all duties,
obligations and liabilities under the LTSA.
4. This Agreement shall not become effective until a fully executed copy
of this Agreement, including the Agreement and Consent of GEII, attached hereto,
is executed and delivered to Tenaska and Tenaska ▇▇▇▇▇▇▇ ▇.
5. This Agreement shall inure to and be binding upon the successors and
assigns of the parties.
6. This Agreement shall be governed by and construed according to the laws
of the State of Texas.
TENASKA, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ Title: Vice President of Finance & Treasurer
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Witness
TENASKA GEORGIA I, L.P.,
a Delaware limited partnership
By: TENASKA GEORGIA, INC.
Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ Title: Vice President of Finance & Treasurer
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Witness
2
AGREEMENT AND CONSENT
General Electric International, Inc., a Delaware corporation ("GEII")
consents to the assignment of the Long Term Parts & Long Term Service Contract
between GEII and Tenaska, Inc., a Delaware corporation ("Tenaska"), dated June
24, 1999, as assigned by Tenaska to Tenaska Georgia I, L.P., a Delaware limited
partnership ("Tenaska Georgia I") on November 10, 1999 ("LTSA"), to Tenaska
Georgia Partners, L.P., a Delaware limited partnership ("Tenaska Georgia"), and
the assumption by Tenaska Georgia of the LTSA as set forth in the Agreement for
Assignment and Assumption of LTSA to Tenaska Georgia attached hereto.
GEII hereby releases Tenaska Georgia I from any and all duties,
obligations and liabilities under the LTSA.
Dated this 10th day of November, 1999.
GENERAL ELECTRIC INTERNATIONAL, INC., a
Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- Title: General Manager, Operations
Witness
