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<br />DRAFT <br /> <br />FA TTORNEY\REXWORK\CURRENT\ Assignment of T enaska III Water Service Contract 2006 <br />February 22, 2006 <br /> <br />ASSIGNMENT <br /> <br />STATE OF TEXAS ~ <br /> <br />KNOW ALL MEN BY THESE PRESENTS: <br /> <br />COUNTY OF LAMAR ~ <br /> <br />THAT TENASKA III TEXAS PARTNERS, a Texas General Partnership, hereinafter called <br />ASSIGNOR, for consideration of the assumption of the ASSIGNOR'S obligations under the <br />assumed contract does hereby bargain, sell and assign to DIRECT ENERGY, a retail electricity <br />provider and subsidiary of Centrica, a British energy company, hereinafter called ASSIGNEE, all <br />my right, deed and interest in and to that certain Water Service Contract between TENASKA III <br />TEXAS PARTNERS and the CITY OF PARIS, dated December 12, 2005, ASSIGNEE will be <br />responsible for all terms and conditions stated in said assumed contract attached hereto as Exhibit <br />A. <br /> <br />IN WITNESS WHEREOF this assignment is executed on the27th day of February, 2006. <br /> <br />TENASKA III TEXAS PARTNERS, <br />By Tenaska III Partners, Ltd., its <br />Managing General Partner <br />By Tenaska III, Inc., Managing Partner <br /> <br />Larry V. Pearson, Executive Vice President <br />ASSIGNOR <br /> <br />DIRECT ENERGY <br /> <br />[NAME], [TITLE], ASSIGNEE <br /> <br />The aforesaid assignment is approved and accepted by the City of Paris, Paris, Texas. <br /> <br />CITY OF PARIS, PARIS, TEXAS <br /> <br />Curtis Fendley, Mayor <br /> <br />EXHIBIT A <br />