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                                                                  EXHIBIT 10.4.4

[TENASKA GEORGIA PARTNERS, L.P. LOGO]
                                                   1044 N. 115 Street, Suite 400
                                                      Omaha, Nebraska 68154-4446
                                                                    402-691-9500
                                                               Fax: 402-691-9526

May 30, 2001

Mr. Robert J. Kalt
Zachry Construction Corporation
PO Box 240130
San Antonio, TX  78224-0130

                                                    Via Facsimile (210) 475-8572

RE:  Engineering Procurement And Construction Agreement, dated September 15,
     1999, ("EPC Agreement") between Tenaska Georgia I, L.P. and Zachry
     Construction Corporation ("Contractor"), as subsequently amended and
     assigned by Tenaska Georgia I, L.P. to Tenaska Georgia Partners, L.P.
     ("Owner")

Owner and Contractor having determined that it is in their best interests to
delay the fuel oil commissioning of Unit #1 have agreed to enter into an
amendment to the EPC Agreement for such purpose. This letter sets forth the
binding agreement of Owner and Contractor to amend the EPC Agreement in
accordance with the terms set forth in the attached Term Sheet. Owner and
Contractor shall use good faith efforts to execute a definitive written
agreement setting forth such amendment as soon as reasonably possible.

                                     Very truly yours,

                                     TENASKA GEORGIA PARTNERS, L.P.
                                     By:     Tenaska Georgia, Inc.
                                             Managing General Partner

                                     By:     /s/ Michael C. Lebens
                                             ----------------------------

                                     Title:  Vice President
                                             ----------------------------

Accepted and agreed:

ZACHRY CONSTRUCTION CORPORATION

By:  /s/ Robert J. Kalt
     -----------------------------

Title:  Senior Vice President
        --------------------------

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                     TERM SHEET FOR AMENDMENT TO GEORGIA EPC

All capitalized terms used in this Term Sheet shall have the meaning set forth
for such terms in the Georgia EPC Agreement. The EPC Amendment would contain
provisions for the following:

1.   Prior to commencement of Acceptance Testing for Unit #1, Contractor shall:

     a.   have achieved Mechanical Completion of each System of the Unit
          individually and of the entire Unit, except for Punch List items;
     b.   have satisfied all Functional Testing requirements for the Unit, as
          provided in Section 11.1(e) of the EPC Agreement;
     c.   have the Unit available for normal and continuous operation, except on
          fuel oil;
     d.   have obtained the issuance of all permits required to be obtained by
          Contractor prior to the commencement of Acceptance Testing;
     e.   have calibrated the continuous emissions monitoring systems
          instrumentation for such Unit; and
     f.   have delivered an Acceptance Testing Notice in accordance with the
          procedures described in Section 12.2(b) of the EPC Agreement, which
          notice shall not be subject to a Cancellation Notice by Owner;
          provided that the conditions for delivering such Acceptance Testing
          Notice and any Cancellation Notice shall be deemed to be modified by
          the provisions of this Term Sheet.

2.   The requirements for Commercial Operation of Unit #1 shall be unchanged,
     except the follow tests need not be satisfied to achieve Commercial
     Operation of the Unit:

     a.   The Performance Test in Section 2.1 of Exhibit D for heat rate on fuel
          oil to determine satisfaction of the Unit Heat Rate Requirement on
          fuel oil.
     b.   The Demonstration Tests for Gas Turbine Fuel Oil Firing in Section
          2.2.2.1, Gas Turbine Fuel Switching in Section 2.2.2.2, Gas Turbine
          Startup (fuel oil only) as described in Section 2.2.2.3, Gas Turbine
          Response Characteristics (fuel oil only) as described in Section
          2.2.2.5, Minimum Load Operation (fuel oil only) as described in
          Section 2.2.2.8 and Automatic Generation Control both natural gas and
          fuel oil) as described in Section 2.2.2.9, each of which is located in
          Exhibit D; and
     c.   The air permit compliance requirements associated with fuel oil firing
          as set forth in Section 1.4 of Exhibit D.

3.   A new requirement will be added for Commercial Operation on Fuel Oil which
     will occur after Commercial Operation and will require satisfaction of:

     a.   The Performance Test in Section 2.1 of Exhibit D for heat rate on fuel
          oil to determine satisfaction of the Unit Heat Rate Requirement on
          fuel oil
     b.   The Demonstration Tests for Gas Turbine Fuel Oil Firing in Section
          2.2.2.1, Gas Turbine Fuel Switching in Section 2.2.2.2, Gas Turbine
          Startup (fuel oil only) as described in Section 2.2.2.3, Gas Turbine
          Response Characteristics (fuel oil only) as described in Section
          2.2.2.5, Minimum Load Operation (fuel oil only) as described in
          Section 2.2.2.8 and Automatic Generation Control (both natural gas and
          fuel oil) as described in Section 2.2.2.9, each of which is located in
          Exhibit D; and
     c.   The air permit compliance requirements associated with fuel oil firing
          as set forth in Section 1.4 of Exhibit D.

4.   In addition to delayed commissioning on fuel oil for Units #2 and #3, which
     was previously provided for in the EPC Agreement, the Demonstration Test
     for Automatic Generation Control as described in Section 2.2.2.9, for Units
     #2 and #3 will not be required for Commercial Operation of such Units.

5.   Owner shall cooperate with Contractor to provide Contractor with reasonable
     access to Units #1, #2 and #3, as required by Contractor to complete all
     performance required under the EPC Agreement, including

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     Commercial Operation on Fuel Oil. The procedures set forth above for
     commissioning and Acceptance Testing on fuel oil which are applicable to
     Unit #1 and for determining Commercial Operation of Fuel Oil shall also
     apply to Units #2 and #3. Beginning on October 1, 2001, or such earlier
     date as Owner may consent to, Contractor shall be provided access to Units
     #1, #2 and #3 (only one (1) Unit may be accessed at a time), in order to
     perform commissioning of such Units on fuel oil, complete Acceptance
     Testing for such Units on fuel oil and achieve Commercial Operation on Fuel
     Oil; provided that to the extent reasonably possible, Unit #1 will be the
     first Unit turned over to Contractor for commissioning on fuel oil.
     Contractor shall achieve Commercial Operation on Fuel Oil for Units #1, #2
     and #3 by the Scheduled Date of Commercial Operation on Fuel Oil. The
     "Scheduled Date of Commercial Operation on Fuel Oil" for Units #1, #2 and
     #3, means that date which is two (2) months after the first day on which
     commissioning on fuel oil begins on such Units, but in no event earlier
     than November 30, 2001, subject to any extension of such date permitted in
     accordance with the terms of the EPC Agreement. If Unit #1 has not achieved
     Commercial Operation on Fuel Oil by the Scheduled Date of Commercial
     Operation on Fuel Oil, liquidated damages shall begin to accrue and shall
     continue until such Unit has achieved Commercial Operation on Fuel Oil.
     Liquidated damages on Unit #1 for failure to achieve Commercial Operation
     on Fuel Oil by the Scheduled Date of Commercial Operation on Fuel Oil, if
     applicable, shall accrue at the rate of Ten Thousand Dollars ($10,000) per
     Day for Days 1-15, Fifteen Thousand Dollars ($15,000) per Day for Days
     16-30, and Twenty Thousand Dollars ($20,000) for Days in excess of thirty
     (30) Days until Commercial Operation on Fuel Oil is achieved for Unit #1.
     Liquidated damages shall not apply to Units #2 and #3. None of Units #1, #2
     or #3 shall be deemed to have achieved Commercial Operation on Fuel Oil as
     a result of Owner achieving Commercial Operation of such Unit pursuant to
     the PPA.

6.   No incentive or bonus payments will be due by Owner with respect to Units
     #1, #2 or #3.

7.   Except as modified by the amendment described in this Term Sheet, all terms
     and conditions of the EPC Agreement shall remain in full force and effect.