|
<br />THIS CONSENT A.~D AGREEMENT (this "Consent and Agreement") dated
<br />as of June 11, 2001 is made and entered into between City of San Marcos, Texas ("City of San
<br />Marco~"), a municipal corporation duly organized and validly existing under the laws of the
<br />State of Texas (the "Obligor"), Hays Energy Limited Partnership ("Hays Energy"), a limited
<br />partnership duly organized and validly existing under the laws of the State of Delaware, (the
<br />"Company"), and Citibank, N.A., in its capacity as Collateral Agent (together with its successors
<br />and assigns in such capacity, the "Collateral Agent") under the Security Documents (as defined
<br />below).
<br />
<br />WITNESSETH
<br />
<br />WHEREAS, AN1> Funding I LLC, a limited liability company duly organized and
<br />validly existing under the laws of the State of Delaware (the "Borrower"), which is the U.S.
<br />parent company of the Company, the lenders from time to time party to the Credit Agreement
<br />referred to below, Societe Generale as Issuing Bank and the Collateral Agent and the
<br />Administrative Agent are parties to a Credit Agreement dated as ofJune 13,2001 (as amended,
<br />modified and supplemented and in effect from time to time, the "Credit Agreement") pursuant to
<br />which the lenders will make loans and extend other credit to the Borrower for the purpose of
<br />refinancing and financing certain costs of acquiring, constructing and operating various power
<br />plant facilities (including the Project referred to below) and related expenses;
<br />
<br />WHEREAS, the Company intends to own and operate a gas fired combined cycle
<br />power facility located near San Marcos, Texas, (the "Project"); and
<br />
<br />'W'HEREAS, the Obligor and the Company have entered into the Amended and
<br />Restated Tax Abatement Agreement, the Amended and Restated Retail Water Supply Contract
<br />and the Amended and Restated Wastewater Treatment Services Contract, all dated as of July 11,
<br />2000, (as amended, restated, modified or otherwise supplemented from time to time, the
<br />"Assigned Agreements");
<br />
<br />WHEREAS, as security for the loans made by the lenders under the Credit
<br />Agreement, the Company has assigned, pursuant to the security documents entered into between
<br />the Company and the Collateral Agent (as amended, modified and supplemented and in effect
<br />from time to time, the "Secu..;ty Documents"), all of its right, title and interest in, to and under,
<br />and granted a security interest in, the Assigned Agreements to the Collateral Agent for the
<br />benefit of the secured parties identified therein (the "Secured Parties");
<br />
<br />NOW THEREFORE, as an inducement to the lenders to make the loans, and
<br />other good and valuable consideration, the receipt and adequacy of which is hereby
<br />acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
<br />
<br />1. Definitions. Unless otheIWise stated, references herein to any Person shall
<br />include its permitted successors and assigns and, in the case of any Government Authority, any
<br />Person succeeding to its functions and capacities. As used herein, the following terms shall have
<br />the meanings herein specified unless the context otherwise requires:
<br />
<br />SAN MARCOS CONSENT AND AGREEMENT
<br />
<br />DCl :#8062372v6
<br />
|