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                                                                   EXHIBIT 3.1.1


                         TENASKA GEORGIA PARTNERS, L.P.

                           SECOND AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT






                                   Dated as of
                                December 31, 1999

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<S>             <C>                                                                                  <C>
  Article 1     PARTIES TO THIS AGREEMENT.............................................................1

1.1             Parties...............................................................................1
  Article 2     DEFINITIONS...........................................................................2
2.2             Other Defined Terms..................................................................11
2.3             Construction.........................................................................11
2.4             References...........................................................................11
  Article 3     FORMATION OF THE PARTNERSHIP; OTHER RELATED MATTERS..................................12
3.1             Formation............................................................................12
3.2             Name.................................................................................12
3.3             Sole Purpose.........................................................................12
3.4             Representations and Warranties Concerning Formation of Partnership...................12
3.5             Offices..............................................................................13
3.6             Power and Authority..................................................................13
3.7             Regulatory Status of the Partnership.................................................13
3.8             Filings..............................................................................14
3.9             Term.................................................................................14
3.10            Limitation on Liability of Partners..................................................14
3.11            No Partner Responsible for Other Partner's Commitments...............................14
  Article 4     CAPITALIZATION OF THE PARTNERSHIP AND PARTNERSHIP BUDGETS............................15
4.1             Capitalization of the Partnership....................................................15
4.2             Construction Equity Contributions; Equity Guarantees.................................15
4.3             Development Funds....................................................................15
4.4             Project Guarantees...................................................................15
4.5             Additional Capital...................................................................16
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4.6             Partnership Budgets..................................................................17
  Article 5     REIMBURSEMENT OF DEVELOPMENT FUNDS, FEES, AND DISTRIBUTION OF UNSPENT
                CONTINGENCY AND UNSPENT EQUITY CONTRIBUTIONS.........................................18
5.1             Reimbursement of Development Funds...................................................18
5.2             Annual Fee...........................................................................19
5.3             Distribution of Unspent Contingency..................................................19
5.4             Distribution of Unspent Equity Contributions.........................................19
  Article 6     ALLOCATIONS OF INCOME, PROFITS AND LOSSES AND DISTRIBUTIONS OF CASH AND ASSETS.......19
6.1             Income, Profits and Losses...........................................................19
6.2             Distributions--General...............................................................20
6.3             Tax Distributions ...................................................................20
6.4             Special Priority Cash Distributions..................................................20
  Article 7     MANAGEMENT OF THE PARTNERSHIP........................................................20
7.1             Managing Partner.....................................................................20
7.2             Executive Review Committee...........................................................22
7.3             Actions Requiring Eighty-Five Percent (85%) Approval or Consent of the ERC...........24
7.4             Actions Requiring Ninety Percent (90%) Approval or Consent of the ERC................27
7.5             Actions Requiring Unanimous Approval or Consent of the General Partners..............28
7.6             Actions Requiring Unanimous Approval or Consent of all Partners......................28
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  Article 8     SERVICES FROM PARTNERS OTHER THAN THE MANAGING PARTNER...............................29
8.1             Services Requested From Partners Other Than the Managing Partner.....................29
8.2             Billing Statement Deadline...........................................................29
8.3             Payment Deadline.....................................................................30
8.4             Failure to Make Payment..............................................................30
8.5             Examination of Books and Records.....................................................30
8.6             Services Currently Provided by the Managing Partner's Affiliates.....................30
  Article 9     ACCOUNTING AND TAXATION..............................................................30
9.1             Location of Records..................................................................30
9.2             Books of Account.....................................................................30
9.3             Annual Financial Statements and Tax Information......................................31
9.4             Interim Financial Statements.........................................................31
9.5             Taxation.............................................................................31
9.6             Governmental Reports.................................................................32
9.7             Inspection of Facilities and Records..................... ...........................32
9.8             Deposit and Withdrawal of Funds......................................................32
9.9             Tax Matters Partner..................................................................32
  Article 10    TRANSFERS OF PARTNERSHIP INTERESTS...................................................33
10.1            Permitted Transfers..................................................................33
10.2            Withdrawal of Transferor Partner.....................................................34
10.3            Effect of Prohibited Transfers.......................................................34
10.4            Transfers under a Security Interest..................................................35
10.5            Tax Election.........................................................................35
10.6            Pledge of Partnership Interests......................................................35
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  Article 11    ADMISSION OF ADDITIONAL PARTNERS.....................................................35
11.1            Permitted Admissions.................................................................35
11.2            Effect of Prohibited Admission.......................................................36
  Article 12    DEFAULT AND WITHDRAWAL PROVISIONS....................................................36
12.1            Default..............................................................................37
12.2            Certain Rights and Obligations During Cure Period....................................37
12.3            Cure Period Distributions............................................................39
12.4            Automatic Withdrawal.................................................................39
12.5            General Withdrawal Provisions........................................................40
  Article 13    TERMINATION OF THE PARTNERSHIP.......................................................41
13.1            Voluntary Dissolution................................................................41
13.2            Automatic Dissolution................................................................41
13.3            Avoidance of Dissolution.............................................................42
13.4            Winding Down and Liquidation.........................................................42
13.5            Continuance of Partnership...........................................................42
  Article 14    MISCELLANEOUS PROVISIONS.............................................................43
14.1            Effect of Agreement..................................................................43
14.2            Notices..............................................................................43
14.3            Further Assurances...................................................................45
14.4            Applicable Law and Jurisdiction......................................................45
14.5            Dispute Resolution; Binding Arbitration..............................................45
14.6            Counterparts.........................................................................46
14.7            Headings.............................................................................46
14.8            Waiver...............................................................................46
14.9            Partition............................................................................47
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<S>             <C>                                                                                  <C>
14.10           Laws and Regulatory Bodies...........................................................47
14.11           Waiver of Consequential and Punitive Damages.........................................47
14.12           Partnership Opportunity..............................................................47
14.13           Article and Section Numbers..........................................................47
14.14           Confidentiality Provisions...........................................................48
14.15           Reference to Money...................................................................50
14.16           Severability.........................................................................50
14.17           Agency...............................................................................50
14.18           Materiality..........................................................................50
14.19           Prior Agreements.....................................................................50
14.20           Affiliated Contracts.................................................................50
14.21           Binding Effect.......................................................................51
APPENDIX A  PARTNERSHIP PERCENTAGES...................................................................1
APPENDIX B  ACTIVITIES TO BE UNDERTAKEN BY THE MANAGING
                PARTNER STANDARD BILLING PRACTICES....................................................2
APPENDIX C  REPRESENTATIVES AND ALTERNATE REPRESENTATIVES TO
                THE ERC...............................................................................5
APPENDIX D  PARTNERSHIP BUDGET FOR THE DEVELOPMENT PERIOD.............................................6
APPENDIX E  PERCENTAGES FOR DISTRIBUTIONS OF UNSPENT
                CONTINGENCY AND UNSPENT EQUITY CONTRIBUTIONS..........................................7
APPENDIX F  SERVICES PERFORMED BY AFFILIATES OF TENASKA GEORGIA
                PARTNERS, L.P.........................................................................8
APPENDIX G  SCHEDULE OF SPECIAL PRIORITY CASH DISTRIBUTIONS ..........................................9
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                         TENASKA GEORGIA PARTNERS, L.P.

                           SECOND AMENDED AND RESTATED

                          LIMITED PARTNERSHIP AGREEMENT

     THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the
"Agreement") of Tenaska Georgia Partners, L.P. (the "Partnership") is entered
into by and among Tenaska Georgia, Inc., Tenaska Georgia I, L.P., and Diamond
Georgia, LLC, effective as of midnight on December 31, 1999.

     WHEREAS, the Parties hereto desire to enter into this Agreement in order to
reflect the admission of Diamond Georgia, LLC as a new General Partner to the
Partnership and to amend and restate in its entirety the Amended and Restated
Partnership Agreement of the Partnership, effective as of October 29, 1999, as
set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereby agree as follows:

                                    ARTICLE 1

                            PARTIES TO THIS AGREEMENT

1.1   PARTIES.  The Parties to this Agreement are as follows:

      Tenaska Georgia, Inc. ("TENASKA GP"), a corporation organized under the
      laws of the State of Delaware, with its principal offices and address at
      1044 North 115 Street, Suite 400, Omaha, NE 68154, which is a "General
      Partner" (as defined in Section 2.1) in the Partnership;

      Tenaska Georgia I, L.P. ("TENASKA LP"), a limited partnership organized
      under the laws of the State of Delaware, with its principal offices and
      address at 1044 North 115 Street, Suite 400, Omaha, NE 68154, which is a
      "Limited Partner" (as defined in Section 2.1) in the Partnership; and

      Diamond Georgia, LLC ("DIAMOND GEORGIA"), a limited liability company
      organized under the laws of the State of Delaware, with its principal
      offices and address at 333 South Hope Street, Suite 2610, Los Angeles, CA
      90071, which is a "General Partner" (as defined in Section 2.1) in the
      Partnership."

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                                                                          Page 2

                                    ARTICLE 2

                                   DEFINITIONS

2.1   Unless otherwise required by the context, the terms defined in this
      Article 2 shall, for all purposes of this Agreement, have the respective
      meanings set forth below:

      "ACT" means the Delaware Revised Uniform Limited Partnership Act (6 Del.
      C. 1953, Section 17-101 et. seq.), as amended from time to time (or any
      corresponding provisions of succeeding law).

      "ADDITIONAL CAPITAL" means any capital advances, equity contribution(s),
      or loans made by the Partners to the Partnership, other than or in
      addition to the advance, provision or contribution of Equity Guarantees,
      Project Guarantees, Development Funds or Construction Equity
      Contributions.

      "ADDITIONAL PARTNER" means a Partner admitted to the Partnership pursuant
      to and in accordance with the provisions of this Agreement after the
      Admission Date.

      "ADMISSION DATE" means December 31, 1999.

      "AFFILIATE" means any Person that directly or indirectly controls, is
      controlled by, or is under common control with, any Person. For the
      purposes of this definition, (a) a Person which has a right to vote
      directly or indirectly more than 50% of the voting interests of a Partner
      shall be deemed to be in control of such Partner, (b) a Partner which has
      a right to vote directly or indirectly more than 50% of the voting
      interests of a Person shall be deemed to be in control of such Person, (c)
      a Person which has voting interests which are more than 50% owned or
      controlled by a direct or indirect Parent of a Partner shall be deemed to
      be under common control with such Partner, (d) a Person which has voting
      interests which are more than 50% owned by more than 50% of the direct or
      indirect owners of a Partner shall be deemed to be under common control
      with such Partner, and (e) the Partnership shall not be deemed to be an
      Affiliate of any Partner.

      "AFFILIATED CONTRACT" means any contract or agreement between the
      Partnership on the one hand and any Partner, or an Affiliate thereof, on
      the other hand.

      "AGENT" has the meaning set forth in Section 14.14(b).

      "AGREEMENT" means this limited partnership agreement of Tenaska Georgia
      Partners, L.P., as amended, modified, supplemented, renewed, extended or
      restated from time to time, and any and all Appendices attached hereto.

      "ALTERNATE REPRESENTATIVE" means an alternate member of the ERC designated
      by each General Partner pursuant to the provisions of Section 7.2(a).

      "ASSET TRANSFER" has the meaning provided in Section 7.3.

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                                                                          Page 3

      "BUDGET ITEMS" means revenues, expenses, Capital Expenditures, Cash
      Reserves, cash calls and distributions.

      "BUSINESS DAY" means any day upon which national banks are open for
      business in Omaha, Nebraska and Los Angeles, California.

      "CAPACITY UPGRADE" means any capital improvement or series of related
      capital improvements associated with increasing the electrical output
      capacity of the Project which are economically advantageous to the
      Partnership and involving the expenditure of $5 million or more; provided
      such improvements do not include the installation of additional electric
      generator(s) beyond the Project's then current design.

      "CAPITAL EXPENDITURES" means all expenditures, costs and expenses
      (including, without limitation, capital leases) authorized in accordance
      with this Agreement and made or incurred by or on behalf of the
      Partnership, which are capitalized on the books and records of the
      Partnership according to GAAP.

      "CASH RESERVES" means the cash reserves included in the Partnership Budget
      or otherwise approved by the ERC as being the amount necessary to account
      for the usual and ordinary operating expenses to be incurred by the
      Partnership in connection with its operations including, without
      limitation, as applicable, (i) ad valorem taxes and assessments on real
      and personal property of the Partnership; (ii) required reserves under the
      Common Agreement and agreements related to the financing of the Project;
      (iii) interest and principal payments on all debt, if any, of the
      Partnership; (iv) insurance premiums; (v) management/fixed fees; (vi) the
      Partnership's obligations under the Project Contracts entered into in
      accordance with the provisions of this Agreement; (vii) reserves for
      operating expenses; and (viii) other necessary expenses of operation.

      "CERTIFIED PUBLIC ACCOUNTANTS" means Arthur Andersen LLP or such other
      firm of independent public accountants hereafter selected from time to
      time by the ERC pursuant to Section 7.3(j).

      "CHAIRMAN" means the Chairman of the ERC as provided for in Section
      7.2(b).

      "CODE" means the Internal Revenue Code of 1986, as amended.

      "COLLATERAL AGENCY AGREEMENT" means the Collateral Agency and
      Intercreditor Agreement among the Partnership, the Development Authority
      of Heard County, Georgia, the Collateral Agent, and the agents under
      certain ancillary agreements described therein as the DSR LOC
      Reimbursement Agreement and the PPA LOC Reimbursement Agreement, including
      any amendments, modifications, supplements, extensions, restatements or
      other changes thereto from time to time.

      "COLLATERAL AGENT" means The Chase Manhattan Bank, in its capacities as
      Trustee, Depository Bank and Collateral Agent as defined in the Common
      Agreement.

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                                                                          Page 4

      "COMMERCIAL OPERATION DATE" means the "Scheduled Date of Commercial
      Operation for the Final Units", as such term is defined in the Power
      Purchase Agreement.

      "COMMON AGREEMENT" means the Agreement as to Certain Undertakings, Common
      Representations, Warranties, Covenants and Other Terms among the
      Partnership, the Collateral Agent, and the agents under certain ancillary
      agreements described therein as the DSR LOC Reimbursement Agreement and
      the PPA LOC Reimbursement Agreement, including any amendments,
      modifications, supplements, extensions, restatements or other changes
      thereto from time to time.

      "CONFIDENTIAL INFORMATION" has the meaning provided in Section 14.14(d).

      "CONSTRUCTION EQUITY CONTRIBUTIONS" means collectively the Equity
      Contributions which the Partners are required to make to the Partnership
      pursuant to the Equity Contribution Agreement.

      "CONSTRUCTION EQUITY CONTRIBUTIONS DATE" means the earlier of (i) the date
      or dates required by the Equity Contribution Agreement or (ii) the date or
      dates otherwise approved by the ERC.

      "CONSTRUCTION PERIOD" means the period beginning on the date of Financial
      Closing and ending on the Commercial Operation Date.

      "CONTRIBUTE" or "CONTRIBUTED" has the meaning provided in Section 4.5.

      "CURE DATE" has the meaning provided in Section 12.2(d).

      "CURE PERIOD" means, (a) in reference to Monetary Obligations, the lesser
      of (i) a period of fifteen (15) days after the date a Default Notice is
      given or such longer cure period as may be approved by vote of the ERC or
      (ii) the period, if any, allowed under the applicable Project Contracts,
      minus one Business Day, before the Default in Monetary Obligations which
      is the subject of the Default Notice will constitute a default or event of
      default under any applicable Project Contract; and (b) in reference to
      Non-Monetary Obligations, the lesser of (i) a period of thirty (30) days
      after the date a Default Notice is given or such longer cure period as may
      be approved by vote of the ERC, or (ii) the period, if any, allowed under
      the applicable Project Contracts, minus one Business Day, before the
      Default in Non-Monetary Obligations which is the subject of the Default
      Notice will constitute a default or event of default under any applicable
      Project Contract.

      "DEFAULT" means any breach or default by a Partner in its obligations
      under or pursuant to this Agreement.

      "DEFAULT NOTICE" means a written notice of a Default.

      "DEFAULTING PARTNER" means a Partner which is in Default.

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                                                                          Page 5

      "DEVELOPMENT FUNDS" means funds advanced by the Partners to the
      Partnership pursuant to Section 4.3 (and any funds expended by any
      Partner, or Affiliate thereof, on behalf of the Project prior to the
      Effective Date as the case may be) to fund the cost of the time charges,
      expenses, expenditures, commitment fees and deposits, cancellation fees
      and deposits, and other fees and deposits incurred, expended or accrued by
      the Partnership or any Partner or Affiliate thereof on behalf of the
      Partnership and included in the Partnership Budget for the Development
      Period.

      "DEVELOPMENT PERIOD" means the period beginning on the Effective Date and
      ending on the date of Financial Closing.

      "DISPUTE" has the meaning provided in Section 14.5.

      "EFFECTIVE DATE" means April 16, 1998.

      "EQUITY CONTRIBUTION AGREEMENT" means the Equity Contribution Agreement
      among the contributing Partners, the Partnership and the Collateral Agent,
      including any amendments, modifications, supplements, extensions,
      restatements or other changes thereto from time to time.

      "EQUITY CONTRIBUTIONS" means collectively the contribution of Construction
      Equity Contributions and/or Additional Capital by a Partner to the equity
      of the Partnership pursuant to Article 4.

      "EQUITY GUARANTEE" means a form of surety or guarantee provided by each
      Partner, or Affiliate thereof, in the form as required by the Senior
      Parties to support such Partner's obligation to make Construction Equity
      Contributions.

      "EQUITY OWNERSHIP PERCENTAGE" means the percentage for each Partner as set
      forth in Column A of APPENDIX A, as such may be in effect from time to
      time and as such may be modified pursuant to the terms of this Agreement.

      "EXECUTIVE REVIEW COMMITTEE" OR "ERC" means the executive management
      committee of the Partnership as further provided for in Section 7.2.

      "EXEMPT WHOLESALE GENERATOR" OR "EWG" means an entity that meets the
      requirements of an exempt wholesale generator pursuant to Section 32 of
      PUHCA.

      "EXPANSION" means any capital improvement or series of related capital
      improvements beyond the Project's initial design involving the expenditure
      of more than $5 million.

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                                                                          Page 6

      "FEDERAL FUNDS RATE" shall mean, for any day, a per annum rate equal to
      the weighted average of the rates on overnight federal funds transactions
      with members of the Federal Reserve System arranged by federal funds
      brokers, as published for such day by the Federal Reserve Bank of New
      York. The Federal Funds Rate shall be adjusted daily to reflect any change
      in such rate. Interest shall be calculated on the basis of a 360 day year
      for the actual number of days elapsed.

      "FERC" means the Federal Energy Regulatory Commission, or its successor.

      "FINANCING" means the financing arrangement by and between the Partnership
      and the Senior Parties to fund the cost of developing, constructing,
      owning or leasing, and operating the Project as more fully described in
      the Common Agreement.

      "FISCAL YEAR" means the calendar year, or portion of a calendar year as
      may be the case in the first and last year of the Partnership's term of
      existence, or such other period as may be approved by the ERC.

      "FINANCIAL CLOSING" means the date when the Senior Parties have
      acknowledged, either in writing or by allowing loan draws, that the
      Partnership has satisfied all conditions precedent to drawdown on funds
      available for Financing.

      "GAAP" means Generally Accepted Accounting Principles as pronounced from
      time to time by the Financial Accounting Standards Board.

      "GENERAL PARTNER" means TENASKA GP and DIAMOND GEORGIA and any other
      Person which is admitted to the Partnership after the Admission Date as a
      general partner pursuant to and in accordance with this Agreement.

      "INCURRING PARTNER" has the meaning provided in Section 3.11.

      "INTEREST RATE" means the lesser of (a) the "Prime Rate" as reported in
      THE WALL STREET JOURNAL on the first Business Day of each calendar quarter
      plus five hundred (500) basis points or (b) the highest rate allowed by
      applicable law.

      "LIMITED PARTNER" means TENASKA LP and any other Person admitted to the
      Partnership after the Admission Date as a limited partner pursuant to and
      in accordance with this Agreement.

      "MANAGING PARTNER" means TENASKA GP, or a substitute Managing Partner as
      the case may be pursuant to Section 7.1(b).

      "MATERIAL CONTRACT" means any written agreement entered into, or
      contemplated to be entered into, by the Partnership which obligates the
      Partnership to expend more than two hundred fifty thousand dollars
      ($250,000); EXCLUDING, however, agreements related to the ordinary
      day-to-day business activities of the Partnership, including but not
      limited to agreements related to insurance or short-term cash management.

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                                                                          Page 7

      "MONETARY DEFAULT" means a Default by a Partner of its Monetary
      Obligations.

      "MONETARY OBLIGATIONS" means any obligation of a Partner under this
      Agreement to advance, provide or contribute Development Funds, Equity
      Guarantees, Project Guarantees, Equity Contributions or Additional
      Capital.

      "NON-DEFAULTING PARTNER" means a Partner which is not a Defaulting Partner
      and "NON-DEFAULTING PARTNERS" means such Partners collectively.

      "NON-MONETARY OBLIGATIONS" means any obligation of a Partner under this
      Agreement that is not a Monetary Obligation.

      "OPERATING PERIOD" means the period which begins immediately after the
      "Date of Commercial Operation" as such term is defined in the Power
      Purchase Agreement and continues until the Partnership is terminated,
      dissolved and liquidated in accordance with this Agreement.

      "PARENT" means any Person which owns directly or indirectly more than
      fifty percent (50%) of the outstanding voting stock of a Partner or other
      form of voting equity interests in a Partner.

      "PARTIES" has the meaning provided in Section 1.1.

      "PARTNER" means each of the Parties executing this Agreement, and any
      Additional Partner which is admitted to the Partnership after the
      Admission Date pursuant to and in accordance with this Agreement.

      "PARTNERSHIP" means the Delaware limited partnership named Tenaska Georgia
      Partners, L.P. formed as of April 16, 1998 and existing pursuant to the
      provisions of this Agreement.

      "PARTNERSHIP BUDGETS" means collectively the capital and operating budgets
      for the Partnership which are established pursuant to Section 4.6 and
      which include (i) the budget for the Development Funds incurred, expended
      or accrued prior to the Effective Date and the Development Funds to be
      incurred, expended or accrued during the Development Period (the
      "Partnership Budget for the Development Period"), (ii) the budget for
      construction costs and Development Funds to be incurred, expended or
      accrued during the Construction Period (the "Partnership Budget for the
      Construction Period"), and (iii) the operating plan budget for each Fiscal
      Year which reflects Budget Items expected to be incurred, expended,
      accrued or realized during the Operating Period.

      "PARTNERSHIP INTEREST" means a Partner's equity interest in the
      Partnership comprised of the Partnership Percentages associated with such
      equity interest and any other rights, title and obligations associated
      with such equity interest that may exist pursuant to this Agreement.

      "PARTNERSHIP PERCENTAGES" means collectively a Partner's Equity Ownership
      Percentage

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                                                                          Page 8

      and Voting Interest Percentage as set forth in APPENDIX A as such may be
      in effect from time to time and as such may be modified pursuant to the
      terms of this Agreement.

      "PERMITTED TRANSFER" has the meaning provided in Section 10.1.

      "PERSON" means an individual, corporation, limited liability company,
      voluntary association, joint stock company, business trust, partnership,
      agency or other entity.

      "PLEDGE AGREEMENTS" means collectively the Partner Pledge and Security
      Agreement made by each of the Partners in favor of the Collateral Agent,
      and provided as additional security for the Senior Debt, including any
      amendments, modifications, supplements, extensions, restatements or other
      changes to any of the foregoing from time to time.

      "POWER PURCHASE AGREEMENT" means the "Power Purchase Agreement" by and
      between the Partnership and PECO Energy Company dated August 24, 1999,
      providing for the sale and purchase of the electrical output of the
      Project, as thereafter amended, modified, supplemented, renewed, extended
      or restated from time to time.

      "PRIMARY TERM" has the meaning provided in Section 3.9.

      "PROJECT" means the real, personal and mixed property (whether tangible or
      intangible), comprising the approximately 936 MW gas-fired simple-cycle
      electric generating plant located in Heard County, Georgia which is to be
      owned or leased and operated by the Partnership for the generation and
      sale of electric power.

      "PROJECT CONTRACT" means any agreement relating to the Project to which
      the Partnership is a party.

      "PROJECT COSTS" means the sum of Development Funds, construction costs and
      all other costs and expenditures incurred, expended or accrued by the
      Partnership, or by any Partner or Affiliate thereof on behalf of the
      Partnership, in connection with the development, financing, testing,
      construction and initial operation of the Project which are set forth in
      the Partnership Budget for the Construction Period.

      "PROJECT GUARANTEES" means guarantees or surety instruments provided to or
      on behalf of the Partnership (which may be in the form of corporate
      guarantees, letters-of-credit, cash escrows, security deposits or other
      forms acceptable to the Person(s) requiring such guarantees or surety
      instruments) to cover any surety and guarantee requirements as may be
      required as part of the development, construction and/or operation of the
      Project.

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                                                                          Page 9

      "PRUDENT GENERATOR PRACTICES" means any of the practices, methods and acts
      engaged in or approved by a significant portion of the independent power
      industry in the United States during the relevant time period, or any of
      the practices, methods and acts which, in the exercise of reasonable
      judgment in the light of the facts known at the time the decision was
      made, could have been expected to accomplish the desired result at the
      lowest reasonable cost consistent with good business practices,
      reliability, health and safety. Prudent Generator Practices is not
      intended to be limited to the optimum practice, method or act to the
      exclusion of all others, but rather to be generally acceptable practices,
      methods and acts in the United States, having due regard for, among other
      things, manufacturers' warranties, contractual obligations, the
      requirements or guidance of governmental authorities of competent
      jurisdiction, applicable laws, applicable North American Electric
      Reliability Council (or similar or successor organizations) policies, the
      requirements of insurers, and the requirements of the Power Purchase
      Agreement and other agreements referenced therein.

      "PRUDENT OPERATING COSTS" means, collectively, those costs and
      expenditures which are incurred, expended or accrued in connection with
      the operation of the Project in accordance with Prudent Generator
      Practices.

      "PUHCA" means the Public Utility Holding Company Act of 1935 and any
      regulations promulgated thereunder, and any successor laws and
      regulations.

      "REFERRAL DATE" has the meaning provided in Section 14.5.

      "REFERRAL NOTICE" has the meaning set forth in Section 14.5.

      "RELINQUISHED INTEREST" has the meaning set forth in Section 12.2(d).

      "REPRESENTATIVE" means a member of the ERC designated by a General Partner
      pursuant to the provisions of Section 7.2(a).

      "SENIOR DEBT" has the meaning provided in the Common Agreement.

      "SENIOR PARTIES" means holders of Senior Debt.

      "STANDARD BILLING PRACTICES" means the rate and methodology as calculated
      and set forth in APPENDIX B.

      "TAX MATTERS PARTNER" has the meaning provided in Section 9.9.

      "TENASKA DIAMOND PARTNERSHIP" means Tenaska Diamond, L.P., a Delaware
      limited partnership.

      "TENASKA DIAMOND PARTNERSHIP AGREEMENT" means the Limited Partnership
      Agreement of Tenaska Diamond, L.P., dated as of December 31, 1999.

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                                                                         Page 10

      "TRANSFER" means any sale, assignment, pledge or transfer of, or to sell,
      assign, pledge or transfer, all or any portion of a Partnership Interest
      by a Partner.

      "UNSPENT CONTINGENCY" means the aggregate amount of funds transferred to
      the "Partnership Distribution Fund" (as defined in the Collateral Agency
      Agreement) pursuant to Section 3.2 of the Collateral Agency Agreement
      which are, or have met all of the conditions for being, transferred to the
      Partnership pursuant to the Collateral Agency Agreement.

      "UNSPENT EQUITY CONTRIBUTIONS" means the amount, if any, by which the
      aggregate Equity Contributions committed to or on behalf of the
      Partnership by the Partners under the Common Agreement exceeds the amount
      actually called by the Partnership pursuant to the requirements of the
      Common Agreement.

      "VOTING INTEREST PERCENTAGE" means the Voting Interest Percentage, as
      applicable, for each Partner as set forth in Column B of APPENDIX A, as
      such may be in effect from time to time and as such may be modified
      pursuant to the terms of this Agreement.

      "WEIGHTED VOTING INTEREST" means the voting percentage of an ERC
      Representative (or the General Partner, as the case may be) eligible to
      vote determined by dividing the Voting Interest Percentage of the General
      Partner it represents by the aggregate Voting Interest Percentages of all
      the General Partners represented in such vote of ERC members which are
      eligible to vote, with each ERC member's (or General Partner's, as the
      case may be) voting eligibility determined pursuant to Section 7.2(d).

      "WITHDRAWAL NOTICE" means a notice from the Partnership, pursuant to
      Sections 12.1(b) or 12.4, advising that a Partner has become a Withdrawn
      Partner.

      "WITHDRAWN PARTNER" means a Partner which has become withdrawn from the
      Partnership pursuant to this Agreement.

2.2   OTHER  DEFINED  TERMS.  Other  capitalized  terms used in this  Agreement
      and not defined in Section 2.1 shall have the meanings indicated
      throughout this Agreement.

2.3   CONSTRUCTION. The words "HEREOF", "HEREIN", "HERETO", and "HEREUNDER",
      and words of similar import, when used in this Agreement shall refer to
      this Agreement as a whole and not to any particular provision of this
      Agreement. Whenever the context requires, the gender of all words used
      herein shall include the masculine, feminine and neuter, and the number of
      all words shall include the singular and plural.

2.4   REFERENCES. Unless otherwise specified, references in this Agreement to
      "SECTIONS", "SUBSECTIONS", "ARTICLES", or "APPENDICES" refer to the
      sections, subsections or articles in this Agreement or to the appendices
      attached to this Agreement, respectively. Any reference herein to a
      "covenant or "covenants" shall include all undertakings and agreements
      whether or not denominated in this Agreement as a covenant or covenants.
      Any reference to "include", "including" and similar terms shall be
      construed as if

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                                                                         Page 11

      followed by the phrase "without limitation." Unless otherwise specified,
      references in this Agreement to "SECTIONS", "SUBSECTIONS", "ARTICLES", or
      "APPENDICES" refer to the sections, subsections or articles in this
      Agreement or to the appendices attached to this Agreement, respectively.
      The term "MATERIAL" as used herein, except when used in the context of the
      defined term Material Contract, shall mean any action, amount, change, or
      matter which will or may have a substantial adverse effect on the rights
      and/or obligations of the Partnership. Notwithstanding the fact that one
      of the Parties may have taken the lead in preparing this Agreement, all of
      the Parties confirm that they and their respective counsel have reviewed,
      negotiated and adopted this Agreement as the joint agreement and
      understanding of the Parties and accordingly any presumption that
      ambiguities are to be resolved against a primary drafting party shall not
      apply.

                                    ARTICLE 3

                          FORMATION OF THE PARTNERSHIP;
                              OTHER RELATED MATTERS

3.1   FORMATION.  The Partnership was formed on April 16, 1998 pursuant to the
      Act.

3.2   NAME. The name of the Partnership shall be Tenaska Georgia Partners,
      L.P. and all business of the Partnership shall be conducted in such name
      or such other name as the ERC shall approve. The Managing Partner shall
      execute, file and amend, or cause the General Partners to execute, file
      and amend, limited partnership certificates with such governmental
      authorities as may be necessary in connection with the business of the
      Partnership.

3.3   SOLE PURPOSE. The sole purpose of the Partnership shall be to plan,
      design, develop, finance, construct, own or lease, operate and maintain
      the Project and conduct any activities reasonably related thereto. The
      Partnership shall be authorized to engage in other activities only as
      approved by the unanimous consent of the General Partners pursuant to
      Section 7.5(c) and only to the extent permitted by the Common Agreement as
      long as any Senior Debt is outstanding.

3.4   REPRESENTATIONS  AND  WARRANTIES  CONCERNING  FORMATION  OF  PARTNERSHIP.
      Each Partner represents and warrants to the other Partners and to the
      Partnership that:

      (a) the execution and delivery of this Agreement, the formation or
      continuation of the Partnership, as the case may be, with respect to such
      Partner, and the performance of its obligations hereunder will not (i)
      contravene or conflict with the charter, by-laws, limited liability
      company agreement or partnership agreement of such Partner, (ii)
      contravene, conflict with or constitute a default under any indenture,
      mortgage, instrument or other agreement of such Partner, or (iii)
      contravene, conflict with or constitute a default in

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                                                                         Page 12

      respect of any order of any court, commission or governmental agency
      applicable to such Partner;

      (b) the execution and delivery of this Agreement has been duly authorized
      and this Agreement, when executed and delivered by such Partner, will be
      its valid and binding agreement, enforceable in accordance with the terms
      hereof, except as enforceability may be limited by applicable bankruptcy,
      insolvency, moratorium or other similar laws affecting creditors' rights
      generally and except as enforceability may be limited by general
      principles of equity (whether considered in a suit at law or in equity);
      and

      (c) it is a corporation, limited liability company, or partnership, as the
      case may be, duly organized, validly existing and in good standing under
      the laws of the jurisdiction of its creation, and will do or cause to be
      done for as long as it is a Partner, all things necessary to continue such
      status.

3.5   OFFICES. The principal offices of the Partnership shall be located at
      1044 North 115 Street, Suite 400, Omaha, Nebraska 68154, or at such other
      place as the ERC may, from time to time, determine. The registered office
      of the Partnership in the State of Delaware is at 1013 Centre Road,
      Wilmington, Delaware 19805, and the name of the registered agent for
      service of process in such state is Corporation Service Company, or such
      other registered office and/or registered agent as the ERC may, from time
      to time, determine. Written notice of any change in such offices shall be
      given to each Partner by the Managing Partner.

3.6   POWER AND AUTHORITY. The Partnership shall be empowered to do any and
      all acts and things necessary, appropriate, proper, advisable, incidental
      to or convenient for the furtherance and accomplishment of the purposes
      and business described in this Article 3 and for the protection and
      benefit of the Partnership. The Partnership shall have the power and
      authority to plan, develop, design, secure permits and regulatory
      approvals, finance, construct, own or lease, and operate the Project. In
      addition, the Partnership shall have the power and authority to own or
      lease the property on which the Project is located and to receive
      assignment of various documents relating to the development, construction
      and operation of the Project. The Partnership also shall have the
      authority to enter into and perform its obligations under the Common
      Agreement and all other Transaction Documents (as defined in the Common
      Agreement) to which it is a party. The Managing Partner is hereby
      authorized to execute, deliver and perform the Common Agreement and all
      other Transaction Documents on behalf of the Partnership notwithstanding
      any other provision of this Agreement.

3.7   REGULATORY STATUS OF THE PARTNERSHIP. The Partnership shall seek a
      determination from the FERC that the Partnership is an Exempt Wholesale
      Generator (EWG) and thereafter shall register such determination with the
      Georgia Public Utility Commission. The Partnership shall also seek to have
      FERC authorize the Partnership to sell power under a market-based rate
      schedule under Section 205 of the Federal Power Act. Each Partner agrees
      to cooperate with the Partnership in all reasonable and necessary ways to
      ensure that the

<Page>

                                                                         Page 13

      Partnership does not lose its EWG status and to ensure that the
      Partnership and each Partner does not become regulated as a holding
      company under PUHCA. Each Partner further agrees to refrain from
      activities which would threaten to cause, or would cause, loss or
      revocation of the Partnership's EWG status or cause the Partnership or any
      Partner to become regulated as a holding company under PUHCA.

3.8   FILINGS.

      (a) The Managing Partner shall take any and all actions reasonably
      necessary to register and maintain the status of the Partnership as a
      limited partnership under the laws of the State of Delaware and any other
      states or jurisdictions in which the Partnership engages in business and
      otherwise to qualify the Partnership to engage in business in all such
      jurisdictions. The Managing Partner shall cause amendments to the
      certificate of limited partnership of the Partnership to be filed whenever
      required by the Act and/or such other laws. The Managing Partner is hereby
      authorized to execute such amendments on behalf of the Partnership and the
      Partners.

      (b) Upon the dissolution of the Partnership, the Managing Partner shall
      promptly execute and cause to be filed a certificate of cancellation in
      accordance with the Act and other filings required under the laws of any
      other states or jurisdictions in which the Partnership conducts business.

3.9   TERM. The term of the Partnership commenced on the filing of a
      certificate of limited partnership with the Secretary of State in the
      State of Delaware, and shall continue until December 31, 2050 (the
      "Primary Term"), subject to the earlier winding up and liquidation of the
      Partnership and its business under Article 13 following an event of
      dissolution described in Article 13.

3.10  LIMITATION ON LIABILITY OF PARTNERS. No Limited Partner shall have any
      personal liability for Partnership losses, deficits, liabilities or
      obligations, such Limited Partner's obligations being only to the
      Partnership for the amount contributed or committed to be contributed by
      such Limited Partner to the capital of the Partnership in accordance with
      this Agreement. Subject to the provisions of applicable law, no General
      Partner shall be liable to third Persons for Partnership losses, deficits,
      liabilities or obligations, except as otherwise expressly agreed to in
      writing by such General Partner or as otherwise expressly provided for in
      this Agreement, unless the assets of the Partnership shall first be
      exhausted. In the event that the Partnership's assets are exhausted, each
      General Partner's share of the Partnership losses, deficits, liabilities
      or obligations shall be limited to the ratio of its Equity Ownership
      Percentage to the total Equity Ownership Percentages of all General
      Partners. The General Partners shall have the right of contribution
      against each other to give effect to the foregoing. The General Partners
      shall not have any personal liability for repayment of the capital
      contributions of any Limited Partner.

3.11  NO PARTNER RESPONSIBLE FOR OTHER PARTNER'S COMMITMENTS. Neither the
      Partnership nor any Partner shall be liable for any debt, obligation or
      liability of any other Partner (the

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                                                                         Page 14

      "Incurring Partner") incurred either before or after execution of this
      Agreement, except for those debts, obligations or liabilities expressly
      assumed in writing by the Partnership or other Partner under and pursuant
      to the terms and conditions of this Agreement, and each Incurring Partner
      hereby indemnifies and agrees to hold harmless the Partnership and each
      other Partner from all debts, obligations and liabilities of the Incurring
      Partner not so assumed by the Partnership or such other Partner.

                                    ARTICLE 4

                        CAPITALIZATION OF THE PARTNERSHIP
                             AND PARTNERSHIP BUDGETS

4.1   CAPITALIZATION OF THE PARTNERSHIP. Each Partner hereby commits to
      contribute, provide or advance to the Partnership the Equity Guarantees,
      Equity Contributions, Development Funds, and Project Guarantees as
      described in this Article 4. Except to the extent expressly provided in
      this Article 4, the Partners shall not be obligated to advance,
      contribute, loan or provide any Additional Capital to the Partnership.

4.2   CONSTRUCTION EQUITY CONTRIBUTIONS; EQUITY GUARANTEES.

      (a) CONSTRUCTION EQUITY CONTRIBUTIONS. On each Construction Equity
      Contributions Date, each Partner shall contribute to the Partnership
      Construction Equity Contributions in an amount equal to its Equity
      Ownership Percentage multiplied by the aggregate amount of Construction
      Equity Contributions required to be contributed by all of the Partners on
      such Construction Equity Contributions Date pursuant to the Equity
      Contribution Agreement.

      (b) EQUITY GUARANTEES. On the earlier of (i) the date of Financial
      Closing, (ii) the date otherwise required by the Senior Parties, or (iii)
      the date otherwise approved by the ERC, each Partner shall provide to the
      Partnership or the Senior Parties an Equity Guarantee in an amount equal
      to its Equity Ownership Percentage multiplied by the aggregate amount of
      Construction Equity Contributions required to be contributed by all of the
      Partners pursuant to the Equity Contribution Agreement.

4.3   DEVELOPMENT FUNDS. Each Partner commits that it will advance
      Development Funds to the Partnership as requested by the Managing Partner,
      subject to the Partnership Budget. Within seven (7) days after receipt of
      a written request from the Managing Partner, each Partner shall advance
      Development Funds in an amount equal to its Equity Ownership Percentage
      multiplied by the aggregate amount of such Development Funds requested to
      be advanced by all of the Partners, subject to the Partnership Budget.

4.4   PROJECT GUARANTEES. Each Partner commits that it will provide Project
      Guarantees to or on behalf of the Partnership as requested by the Managing
      Partner, subject to ERC approval

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                                                                         Page 15

      or as otherwise required under a Project Contract. Within seven (7) days
      after receipt of a written request from the Managing Partner, each Partner
      shall provide Project Guarantees to or on behalf of the Partnership in an
      amount equal to its Equity Ownership Percentage multiplied by the
      aggregate amount of Project Guarantees required to be provided by all of
      the Partners, subject to ERC approval or as required under a Project
      Contract.

4.5   ADDITIONAL CAPITAL. Additional Capital for Prudent Operating Costs
      shall be obtained by the Partnership, or contributed, advanced, loaned or
      otherwise provided (collectively, "Contribute" or "Contributed", as the
      case may be) by the Partners, as set forth in this Section 4.5. Any
      Additional Capital for other than Prudent Operating Costs shall require
      ERC approval pursuant to Section 7.3(b).

      (a) Upon the Managing Partner's determination that Prudent Operating Costs
      are required, then, notwithstanding that the Partnership Budget may not
      include such Prudent Operating Costs, the Managing Partner is hereby
      authorized to incur, expend or accrue such Prudent Operating Costs. To the
      extent that Partnership cash reserves are inadequate to fund such Prudent
      Operating Costs, the Managing Partner is hereby authorized: first, to
      obtain such funds through credit facilities from third parties on
      commercially reasonable terms and secured by Partnership assets; and
      second, to the extent such third party credit facilities are unavailable,
      to request such funds be Contributed by the Partners, in the form of loans
      unless the Managing Partner and the Contributing Partners (as defined
      below) agree on another form of contribution.

      (b) A Partner shall have the right to decline to Contribute requested
      funds for Prudent Operating Costs in its sole and absolute discretion.
      Within ten (10) days after receipt of the written request from the
      Managing Partner for Additional Capital for Prudent Operating Costs, each
      Partner shall advise the Partnership of its election to Contribute, or of
      its election not to Contribute, the requested Additional Capital for
      Prudent Operating Costs; provided, however, each Partner shall in good
      faith use its reasonable best efforts to provide its election to the
      Partnership as soon as practicably possible giving due consideration to
      the Project's needs and the intended application of such called Additional
      Capital. Partners which so elect to Contribute such requested Additional
      Capital for Prudent Operating Costs are referred to individually as a
      "Contributing Partner" and collectively as the "Contributing Partners".
      Partners which decline (including by failure to timely advise the
      Partnership of an election to Contribute) to Contribute Additional Capital
      for Prudent Operating Costs are referred to individually as a
      "Non-Contributing Partner" and collectively as the "Non-Contributing
      Partners".

      (c) Within twenty (20) days after receipt of the written request from the
      Managing Partner for Additional Capital for Prudent Operating Costs, each
      Contributing Partner shall Contribute the requested Additional Capital for
      Prudent Operating Costs, or if the Managing Partner specifically requests,
      the Contributing Partners shall each provide credit facilities or other
      credit support for such Prudent Operating Costs, in each case in an amount
      equal to the Contributing Partner's pro rata share of the requested
      Additional Capital for Prudent Operating Costs (based on the proportion
      which its Equity Ownership

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                                                                         Page 16

      Percentage represents of the aggregate Equity Ownership Percentages of all
      Contributing Partners); provided, however, each Contributing Partner shall
      in good faith use its reasonable best efforts to provide its share of the
      requested Additional Capital for Prudent Operating Costs as soon as
      practically possible giving due consideration to the Project's needs and
      the intended application of such requested Additional Capital.

      (d) In the event that Additional Capital for Prudent Operating Costs
      requested pursuant to this Section 4.5 is Contributed by some but not all
      of the Partner(s), then each Contributing Partner is hereby assigned (pro
      rata, based on the proportion which each Contributing Partner's Equity
      Ownership Percentage represents of the aggregate Equity Ownership
      Percentages of all Contributing Partners) all payments and/or
      distributions from the Partnership that would otherwise be made to the
      Non-Contributing Partners pursuant to this Agreement, including but not
      limited to Sections 5.1 (Reimbursement of Development Funds), 5.2 (Annual
      Fee), 5.3 Distribution of Unspent Contingency), 5.4 (Distribution of
      Unspent Equity Contributions), 6.2 (Distributions--General), 6.3 (Tax
      Distributions) or 6.4 (Special Priority Cash Distributions), until (i) the
      Contributing Partner(s) have been repaid the Additional Capital which it
      or they have Contributed to the Partnership for Prudent Operating
      Requirements in the place of the Non-Contributing Partners, plus (ii)
      interest on such Additional Capital at the Interest Rate from the date
      such Additional Capital was Contributed until the date the Contributing
      Partner(s) have been repaid in full.

      (e) In the event that Additional Capital pursuant to this Section 4.5 is
      Contributed by some but not all of the Partners and is made in the form of
      credit facilities or other credit support provided by a Contributing
      Partner, then each Contributing Partner is hereby assigned (pro rata,
      based on the proportion which each Contributing Partner's Equity Ownership
      Percentage represents of the aggregate Equity Ownership Percentages of all
      Contributing Partners) all payments and/or distributions from the
      Partnership that would otherwise be made to the Non-Contributing Partners
      pursuant to this Agreement, including but not limited to Sections 5.1
      (Reimbursement of Development Funds), 5.2 (Annual Fee), 5.3 (Distribution
      of Unspent Contingency), 5.4 (Distribution of Unspent Equity
      Contributions), 6.2 (Distributions--General), 6.3 (Tax Distributions) or
      6.4 (Special Priority Cash Distributions), until (i) the Contributing
      Partners have been compensated to date for such credit facilities or other
      credit support (to the extent not drawn on) for the duration of that
      support at an annual rate, equal to the Interest Rate less the Federal
      Funds Rate, multiplied by the total amount of such commitment, and until
      (ii) the Contributing Partners have been reimbursed for any draws on such
      credit facilities or other credit support plus interest at the Interest
      Rate on such sums from the date drawn.

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                                                                         Page 17

4.6   PARTNERSHIP BUDGETS. Expenditures made by or on behalf of the
      Partnership shall be limited to the total amounts reflected in each
      Partnership Budget unless otherwise authorized by this Agreement or by the
      ERC, and shall not be subject to monthly, yearly, line item or other
      intermittent amounts if so reflected; provided, however, that the Managing
      Partner shall undertake in good faith to manage the day-to-day Partnership
      operations within such monthly, yearly, line item or other intermittent
      amounts to the fullest extent reasonably practicable.

      (a) DEVELOPMENT PERIOD. The Partnership Budget for the Development Period
      is attached hereto as APPENDIX D.

      (b) CONSTRUCTION PERIOD. The Partnership Budget for the Construction
      Period shall be the budget for Project Costs as approved by the Senior
      Parties and included as part of the Common Agreement.

      (c) OPERATING PERIOD. The Partnership Budget for the initial Fiscal Year
      of the Operating Period shall be as approved by the ERC. For each
      succeeding Fiscal Year during the Operating Period, a proposed Partnership
      Budget shall be prepared by the Managing Partner for each Fiscal Year
      during the Operating Period and submitted to the ERC for its approval on
      or before the 1st day of the third calendar month preceding each Fiscal
      Year. The ERC shall undertake in good faith to approve such proposed
      Partnership Budget, with such modifications thereto, if any, as the ERC
      may deem appropriate, prior to the commencement of each Fiscal Year. In
      the event that the ERC does not in any Fiscal Year approve a proposed
      Partnership Budget, with such modifications thereto, if any, as the ERC
      may deem appropriate, prior to and for the ensuing Fiscal Year, or if no
      Partnership Budget is proposed, then a Partnership Budget which includes
      and reflects the following items shall automatically be deemed approved by
      the ERC (and for all purposes of this Agreement shall be considered a
      Partnership Budget approved by the ERC) and become the effective
      Partnership Budget on January 1 of the ensuing Fiscal Year and shall
      remain in effect during such ensuing Fiscal Year unless and until the ERC
      thereafter approves a different Partnership Budget for such ensuing Fiscal
      Year:

      (i)  Budget Items which are directly related, based upon or connected with
           Project Contracts, in amounts equal to that reflected for such Budget
           Items under such Project Contracts for the ensuing Fiscal Year;

      (ii) annually recurring Budget Items which are not directly related to,
           based upon or connected with Project Contracts, in amounts equal to
           that reflected for such Budget Items in the Partnership Budget for
           the then current Fiscal Year, annualized if the then current Fiscal
           Year is a partial year, and escalated by three percent (3%); provided
           that if there is no Partnership Budget for the then current Fiscal
           Year related to the Operating Period because the Operating Period has
           not yet commenced and the ERC has not approved a proposed Partnership
           Budget for such initial Fiscal Year of the Operating Period, then the
           Budget Items for the initial Fiscal Year of the Operating Period
           included in the closing pro forma

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                                                                         Page 18

           economic projection approved by the Lenders (adjusted to conform with
           the actual length of such initial Fiscal Year if different than the
           pro forma) which are not directly related to, based upon or connected
           with a Project Contract or the long-term maintenance program for the
           Project; and

     (iii) non-recurring or extraordinary Budget Items in amounts based on the
           long-term maintenance program for the Project including scheduled
           outages under the Power Purchase Agreement.

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                                                                         Page 19

                                    ARTICLE 5

                    REIMBURSEMENT OF DEVELOPMENT FUNDS, FEES,
                     AND DISTRIBUTION OF UNSPENT CONTINGENCY
                        AND UNSPENT EQUITY CONTRIBUTIONS

5.1   REIMBURSEMENT OF DEVELOPMENT FUNDS. Upon Financial Closing, all
      Development Funds advanced by the Partners, either pursuant to the
      Partnership Budget or otherwise as approved by the ERC, shall be
      reimbursable, due and payable to the Partners on a pro rata basis based on
      the percentages determined by dividing the amount of Development Funds
      that each Partner has advanced to the Partnership by the aggregate amount
      of Development Funds advanced by all of the Partners. Such reimbursements
      shall be paid out of and from the initial drawdown of funds from the
      Financing; and if sufficient funds are not available out of the initial
      drawdown of funds from the Financing to reimburse in full all of the
      Development Funds due and owing to the Partners, the remaining amount of
      such Development Funds due to be reimbursed to the Partners shall be paid
      out of and from the first available cash of the Partnership, after any tax
      distributions under Section 6.3, but before any payments are made under
      Sections 5.2, 5.3 or 5.4, or any distributions of operating cash flow are
      made under Sections 6.2 or 6.4. Any Development Funds not previously
      reimbursed shall be reimbursed upon liquidation of the Partnership.

5.2   ANNUAL FEE. The Partnership shall pay an Annual Fee to TENASKA GP, or
      its designee, throughout the life of the Project as part of the operations
      and maintenance expense of the Project. The initial Annual Fee shall be
      three hundred fifty thousand dollars ($350,000) and shall be due and
      payable on the date of Financial Closing; thereafter the Annual Fee shall
      escalate at five percent (5%) per annum, and shall be due and payable on
      January 1 of each subsequent calendar year following the date of Financial
      Closing until the Project is terminated. As an accommodation to the
      Financing, TENASKA GP hereby waives payment of the Annual Fee during the
      Construction Period and through 2009 of the Operating Period. As a result,
      the Annual Fee in an amount equal to five hundred ninety-eight thousand
      six hundred eighteen dollars and seventy-eight cents ($598,618.78) shall
      commence being due and payable to TENASKA GP or its designee on January 1,
      2010 and such amount shall thereafter escalate at five percent (5%) per
      annum, and continue to be due and payable on January 1 of each subsequent
      calendar year until the Project is terminated.

5.3   DISTRIBUTION OF UNSPENT CONTINGENCY. Subject to the Common Agreement, the
      amount of Unspent Contingency, if any, shall be distributed to TENASKA GP
      and DIAMOND GEORGIA as a return of capital on the earliest date or dates
      that the funds constituting such Unspent Contingency are transferred to
      the Partnership pursuant to the Collateral Agency Agreement. The Unspent
      Contingency, if any, shall be distributed to TENASKA GP and DIAMOND
      GEORGIA in accordance with the formulas set forth in APPENDIX E

<Page>

                                                                         Page 20

      hereto. Any Unspent Contingency not previously distributed shall be
      distributed upon liquidation of the Partnership.

5.4   DISTRIBUTION OF UNSPENT EQUITY CONTRIBUTIONS. On the date that is the
      later of (i) the date that the last Equity Contributions are paid to or on
      behalf of the Partnership pursuant to the Common Agreement and (ii) the
      Commercial Operation Date, the Partners shall cause their respective
      applicable Affiliate(s) to contribute to the Tenaska Diamond Partnership
      the amount of Unspent Equity Contributions which has not otherwise been
      required to be contributed under the Common Agreement, all as provided in
      Section 6.3 of the Tenaska Diamond Partnership Agreement. For the
      avoidance of doubt, Section 6.3 of the Tenaska Diamond Partnership
      Agreement also provides that such Unspent Equity Contributions shall be
      immediately distributed as a return of capital to the applicable "Project
      Interest Owners", as such term is defined therein, in accordance with the
      formulas set forth in APPENDIX E hereto.

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                                                                         Page 21

                                    ARTICLE 6

                    ALLOCATIONS OF INCOME, PROFITS AND LOSSES
                      AND DISTRIBUTIONS OF CASH AND ASSETS

6.1   INCOME, PROFITS AND LOSSES. Except as otherwise provided in this
      Agreement, all revenue, expense and capital items including, but not
      limited to, income and expenses from operations, interest income and
      expense, insurance settlements, cash received from or paid for
      transactions of a capital nature such as refinancing or sale or purchase
      of assets, debt service, depreciation, amortization, federal, state and
      local taxes, if any, paid by the Partnership, tax adjustment and
      preference items related to the calculation of federal, state and local
      alternative minimum tax, if applicable, and federal, state and local tax
      credits shall be allocated among the Partners in accordance with each
      Partner's respective Equity Ownership Percentage.

6.2   DISTRIBUTIONS--GENERAL. Subject to Article 5, Sections 6.3 and 6.4, and
      the terms of the Common Agreement, the Partnership shall seek to maximize
      cash distributions to the Partners. Except as otherwise provided in this
      Agreement, distributions of cash or other assets of the Partnership (to
      the extent that such cash or assets are not required for operations) shall
      be made to the Partners (other than a Defaulting Partner or Withdrawn
      Partner) as prescribed in such aggregate amounts and at such times as
      shall be recommended by the Managing Partner and as are permitted pursuant
      to the provisions of the Common Agreement, unless such distributions would
      violate or result in a default under any agreement of the Partnership or
      applicable law. Except as otherwise provided in this Agreement, all
      distributions of cash or other assets shall be made to the Partners in
      accordance with each Partner's respective Equity Ownership Percentage.
      Except for tax distributions pursuant to Section 6.3 which shall be made
      prior to reimbursement of Development Funds under Section 5.1, all
      distributions of cash or other assets contemplated by Article 5 shall be
      made in the order of priority indicated in Section 5.1 prior to any
      distributions under this Article 6. All distributions of cash or other
      assets pursuant to this Article 6 shall be made in the following order of
      priority: tax distributions pursuant to Section 6.3, special priority cash
      distributions pursuant to Section 6.4, and then general distributions
      pursuant to this Section 6.2.

6.3   TAX DISTRIBUTIONS. Subject to Section 12.3, and the terms of the Common
      Agreement, during each Fiscal Year the Partnership shall make quarterly
      cash distributions to the Partners as required for the Partners to pay
      their respective federal, state and local income tax liabilities, if any.
      Such tax distributions shall be equal to each Partner's Equity Ownership
      Percentage multiplied by an amount equal to the taxable income of the
      Partnership for each Fiscal Year, or relevant portion thereof, (determined
      under Section 703(a) of the Code with items of income, loss, or deduction
      under Section 703(a)(1) included in the determination) multiplied by the
      sum of (i) the then current maximum marginal federal income tax rate for
      individuals or corporations, whichever is higher, in

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                                                                         Page 22

      the United States (the "Marginal Federal Rate"), and (ii) 5% (stipulated
      state and local income tax rate) multiplied by 1 minus the Marginal
      Federal Rate. Such distributions shall be made from time to time during
      each Fiscal Year (and/or during the following January) just prior to the
      time that estimated income tax payment obligations are due from the
      Partners to federal, state and local tax authorities.

6.4   SPECIAL PRIORITY CASH DISTRIBUTIONS. In lieu of the Annual Fees of
      which Tenaska GP has waived payment through 2009 pursuant to Section 5.2,
      Tenaska GP shall be allocated and receive special priority cash
      distributions each Fiscal Year in amounts equal to those set forth in
      Appendix G from the first available cash from the Partnership after tax
      distributions pursuant to Section 6.3 but prior to any distributions of
      the operating cash flow made to the Partners pursuant to Section 6.2 each
      Fiscal Year. For the avoidance of doubt, in the event Tenaska GP has not
      fully realized the amount(s) of priority cash distributions which are due
      and payable to it under this Section 6.4 as of the end of each Fiscal Year
      (including amounts related to the current Fiscal Year and all applicable
      prior Fiscal Years), there shall be no distributions made to the Partners
      pursuant to Section 6.2 in the ensuing Fiscal Year(s) until Tenaska GP has
      fully realized all such priority cash distributions due and payable to it
      under this Section 6.4.

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                                                                         Page 23

                                    ARTICLE 7

                          MANAGEMENT OF THE PARTNERSHIP

7.1  MANAGING PARTNER.

      (a) The day-to-day management, operations, affairs and business of the
      Partnership shall be the responsibility of the Managing Partner which
      shall have the authority to do all things necessary to carry out its
      responsibilities as provided in this Agreement; subject, however, to
      certain consent or approval requirements of the ERC or the Partners as
      specifically provided in this Agreement. The Managing Partner shall report
      fully to the ERC at each meeting of the ERC. Except as otherwise
      specifically provided in this Agreement, no Partner shall have authority
      to act for or assume any obligation or responsibility on behalf of the
      Partnership without the prior grant of authority, direction or approval
      from the Managing Partner.

      (b) For "cause", and subject to Section 7.2(d) and the provisos in this
      Section 7.1(b), upon the unanimous vote of the General Partners, excluding
      the vote of the Managing Partner and any General Partner which is an
      Affiliate of the Managing Partner, the Managing Partner may be removed as
      Managing Partner. For the purpose of this Section 7.1(b), "cause" shall
      mean (i) a material Default by the Managing Partner or Affiliate thereof
      under this Agreement which is not cured within the applicable Cure Period,
      (ii) a material default by any Affiliate of the Managing Partner under the
      Tenaska Georgia I, L.P. partnership agreement, as amended and/or restated,
      which is not cured within the applicable cure period prescribed by such
      agreement, (iii) a material Default under any Project Contract which is
      proximately caused by the action or inaction of the Managing Partner or
      Affiliates thereof with respect to matters under its or their control and
      which is not cured with the applicable cure period prescribed by such
      Project Contract, (iv) any action or inaction of the Managing Partner or
      any Affiliate thereof involved with the Partnership or the Project which
      constitutes fraud, gross negligence or willful misconduct, (v) the filing
      by the Managing Partner or any Affiliate involved with the Project of a
      voluntary petition in bankruptcy (excluding a filing by Tenaska Georgia I,
      L.P. which occurs as a result of a vote in accordance with the Tenaska
      Georgia I, L.P. partnership agreement or Section 7.7 of the Tenaska
      Diamond Partnership Agreement) or the filing of an involuntary petition in
      bankruptcy against the Managing Partner, which is not dismissed within
      ninety (90) days after the filing date, provided that a trustee is
      appointed to manage the estate of the debtor in bankruptcy, (vi) the
      cessation of the Managing Partner's existence as a legal entity and no
      successor is created by the Managing Partner, or (vii) the Managing
      Partner and its Affiliates ceasing to have, directly or indirectly, an
      Equity Ownership Percentage or beneficial ownership, collectively, of
      twenty percent (20%) or more of the total Partnership Interests; PROVIDED
      that the right to remove the Managing Partner under this Section 7.1(b)
      shall be exercised by providing the Managing Partner with a written notice
      which specifies the "cause" for

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                                                                         Page 24

      which the Managing Partner is to be removed within thirty (30) days after
      the date such "cause" for removal has become known to any General Partner
      other than the Managing Partner and its Affiliates; if the Managing
      Partner does not receive such written notice within the foregoing time
      period, the Managing Partner may not be removed in respect of such "cause"
      for removal which has become known to a General Partner other than the
      Managing Partner but the General Partners other than the Managing Partner
      shall retain all other rights and remedies which they may have at law or
      in equity by reason of any action or inaction which resulted in such
      event; provided further that, if there is a good faith dispute regarding
      the occurrence of any event described in Section 7.1(b)(i), (ii), (iii) or
      (iv) which entitles the General Partners to remove the Managing Partner
      from such office and the Managing Partner commences arbitration
      proceedings in accordance with Section 14.5 within twenty (20) days
      following receipt of the notice of exercise of right of removal pursuant
      to this Section 7.1(b) to resolve such good faith dispute, and thereafter
      diligently pursues such arbitration proceedings, then the exercise of the
      right of removal as a result of the occurrence of any event described in
      Section 7.1(b)(i), (ii),(iii) or (iv) shall not become effective unless
      and until the arbitrators in such arbitration proceedings determine that
      an event described in Section 7.1(b)(i), (ii), (iii) or (iv) has occurred
      which entitles the General Partners to remove the Managing Partner from
      such office.

      (c) The Partnership shall reimburse the Managing Partner in accordance
      with the Standard Billing Practices for all reasonable time charges,
      expenses and costs it or its Affiliate(s) incur in managing the
      operations, affairs and business of the Partnership, subject to the
      Partnership Budget in effect from time to time. Each Partner shall, at its
      own expense, have the right at all times during normal business hours to
      examine the books and records of the Managing Partner pertaining to its
      services provided to or on behalf of the Partnership. Such right may be
      exercised through any agent or employee of such examining Partner or by an
      independent public accountant, attorney or other consultant so designated
      by such examining Partner subject to the confidentiality provisions set
      forth in Section 14.14.

7.2  EXECUTIVE REVIEW COMMITTEE.

      (a) The Executive Review Committee ("ERC") shall have the primary
      authority for the management and control of the business, affairs,
      policies and decisions of the Partnership. The members of the ERC shall be
      one Representative of each General Partner, designated from time to time
      by each such General Partner by written notice to each other General
      Partner and the Partnership. By like notice, each General Partner may
      designate an Alternate Representative which shall have authority to act in
      the absence of its Representative. By execution of this Agreement, each
      General Partner hereby gives notice to each other General Partner and the
      Partnership that its Representative and Alternate Representative designees
      are as set forth in APPENDIX C. A General Partner may at any time, by
      written notice to all other General Partners and to the Partnership,
      remove its Representative or Alternate Representative designees from the
      ERC by designating a new Representative and/or Alternate Representative.
      The designees set forth in APPENDIX C shall serve in such capacity until
      such time as their respective

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                                                                         Page 25

      successors are designated. Any participation or action (including the
      execution of any documents) by an Alternate Representative of a General
      Partner shall be deemed to be the act of the Representative of such
      General Partner for which such Alternate Representative is permitted to
      act without any evidence of the absence or unavailability of such
      Representative. Members of the ERC shall carry out the purposes and
      business of the Partnership in accordance with this Agreement, shall
      devote to the Partnership's business such time as reasonably shall be
      required, and shall conduct the affairs of the Partnership in the best
      interests of the Partnership.

      (b) The Chairman of the ERC shall be the Representative of the Managing
      Partner or, in the absence of such Representative, the Alternate
      Representative of the Managing Partner. There shall be a secretary of the
      ERC who shall be selected by the Managing Partner. The individual selected
      as secretary may or may not be a member of the ERC.

      (c) The Chairman shall preside at all meetings of the ERC. The ERC shall
      meet at least quarterly in person or by teleconference call. Special ERC
      meetings may be called at the request of any General Partner. All meetings
      of the ERC shall be held upon not less than seven (7) days prior written
      notice from the Partnership to each General Partner; and in the event a
      special ERC meeting is requested by a General Partner, the notice shall
      set forth with particularity the purpose of such special ERC meeting. All
      notices for ERC meetings shall set forth the time, the place, and the
      manner in which the ERC meeting is to be held. Attendance or participation
      by an ERC Representative or Alternate Representative at an ERC meeting
      shall constitute a waiver of any required notice of such ERC meeting.
      Written minutes for each ERC meeting shall be recorded by the secretary of
      the ERC and provided to the members of the ERC for approval no later than
      two (2) weeks prior to the next scheduled quarterly ERC meeting.

      (d) Subject to this Section 7.2(d) and except as otherwise provided by
      this Agreement, the ERC shall act upon the affirmative vote, approval or
      consent of seventy-two and one-half percent (72.5%) of the Weighted Voting
      Interests of the General Partners represented on the ERC. Any action that
      may be taken by the ERC may be taken without a notice and/or a meeting of
      the ERC if written consents setting forth such action are distributed
      concurrently to all ERC Representatives and are signed by ERC
      Representatives or Alternate Representatives which have sufficient
      Weighted Voting Interests to have approved the action if a meeting of the
      ERC had been held. Any action that may be taken by the Partners (whether
      the General Partners, the Limited Partners, or all Partners, as the case
      may be) may be taken without a notice and/or a meeting of such Partners if
      written consents setting forth such action are signed by the Partners
      whose approval or consent would have been sufficient to have approved the
      action if a meeting of such Partners had been held. Copies of signed
      written consents shall be promptly provided to all ERC Representatives and
      Partners (whether the General Partners, the Limited Partners or all
      Partners, as the case may be), as applicable. Notwithstanding any
      provision in this Agreement to the contrary, no Defaulting Partner, nor
      its Representative or Alternate Representative on the ERC, if applicable,
      shall be eligible to vote on, consent to, approve

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                                                                         Page 26

      or participate in matters or actions before the ERC or the Partners for so
      long as it is a Defaulting Partner.

      (e) To the fullest extent permitted by applicable law, the Partnership
      shall indemnify and save harmless the Representatives and Alternative
      Representatives of the ERC, the Managing Partner, any Partner performing
      services pursuant to Section 8.1, and Affiliates, directors and officers
      of any of the foregoing (as required by and to the full extent permitted
      by the Act) against all actions, claims, demands, costs and liabilities
      arising out of the good faith acts (or good faith failure to act) of such
      Persons within the scope of their authority in the course of the
      Partnership's business or pursuant to this Agreement, and such Persons
      shall not be liable for any obligations, liabilities or commitments
      incurred by or on behalf of the Partnership as a result of any such acts
      or failure to act even though caused or alleged to be caused by the
      negligence or fault of any such Person or its agents, and even though any
      such claim, cause of action, or suit is based upon or alleged to be based
      upon the strict liability of such Person or its agents against the
      consequences of their own negligence; provided, however, such
      indemnification shall not apply to any Person to the extent that their
      action or inaction constitutes willful misconduct, fraud, or gross
      negligence.

7.3   ACTIONS REQUIRING SEVENTY-TWO AND ONE-HALF PERCENT (72.5%) APPROVAL OR
      CONSENT OF THE ERC. Subject to Section 7.2(d) and except as otherwise
      provided herein, the approval or consent of seventy-two and one-half
      (72.5%) percent of the Weighted Voting Interests of the General Partners
      represented on the ERC shall be necessary before any of the following
      actions can be taken by or on behalf of the Partnership:

      (a) establishing, approving, amending or modifying a Partnership Budget,
      except as provided in Section 4.6;

      (b) requesting the Partners to Contribute Additional Capital or to provide
      credit facilities or other credit support, except as provided in Section
      4.5;

      (c) making, incurring, issuing or assuming any of the following (a
      "Disbursement or Obligation") in each case involving a dollar amount of
      more than two hundred fifty thousand dollars ($250,000): making any
      expenditure; lending or borrowing money; incurring any expense; executing
      agreements; or incurring, assuming or guaranteeing any obligation, or
      contracting for indebtedness or other liability, or securing the same by
      mortgage, deed of trust, or other lien or encumbrance; EXCEPT when any
      such Disbursement or Obligation is made, incurred, issued or
      assumed pursuant to (i) any Material Contract which has been approved by
      the ERC, (ii) the ordinary day-to-day business activities of the
      Partnership in accordance with the applicable Partnership Budget approved
      by the ERC, or (iii) Section 4.5; provided, however, that the Partnership
      shall not incur any indebtedness for borrowed money to the extent that
      such incurrence is prohibited by the Financing Documents (as such term is
      defined in the Common Agreement);

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                                                                         Page 27

      (d) entering into or terminating any Material Contract, materially
      amending any Material Contract, or amending any agreement that is not a
      Material Contract when such amendment would have the effect of causing
      such agreement to become a Material Contract, except when such Material
      Contract, terminations thereof, amendments thereto, or other above
      described amendments are required with respect to Prudent Generator
      Practices;

      (e) selling, exchanging, leasing, abandoning, mortgaging, pledging or
      otherwise disposing of or transferring assets (an "Asset Transfer") in
      each case having a fair market value of more than two hundred fifty
      thousand dollars ($250,000); EXCEPT for (i) any Asset Transfer which
      relates to property covered by liens and encumbrances granted pursuant to
      a deed of trust or other security documents executed in connection with
      the Common Agreement, (ii) any Asset Transfer which relates to the sale of
      parts and equipment inventory in the ordinary course of business, or (iii)
      the sale or other disposition of assets which are replaced by assets of an
      equivalent or greater value or which have become obsolete and are of no
      further value to the operation of the Project.

      (f) bringing, defending or otherwise engaging in any actions at law or in
      equity, or under alternative forms of dispute resolution, including,
      without limitation, arbitration and mediation, on behalf of the
      Partnership by or against third parties (each of the foregoing, a "Legal
      Proceeding"), or consenting to or entering into a judgment or settlement
      of any Legal Proceeding, when any Legal Proceeding involves the expense,
      expenditure, loaning or borrowing by the Partnership of more than two
      hundred fifty thousand dollars ($250,000);

      (g) subject to Section 14.20, engaging in any transaction, or entering
      into any agreement which is an Affiliated Contract; EXCEPT when such
      transaction or agreement is otherwise for goods or services provided by a
      Partner pursuant to provisions set forth in this Agreement or modifying or
      amending any such Affiliated Contract. For the purposes of this Section
      7.3(g) and Section 14.20, the term "Affiliate" when used in reference to a
      Person who is an individual shall also include members of such Person's
      immediate family (as defined in Instruction 2 of Item 404(a) of Regulation
      S-K promulgated by the Securities and Exchange Commission); trusts for
      which the trustee and all beneficiaries are such Person or members of such
      Person's immediate family; and corporations, limited liability companies
      and other entities owned and/or controlled by such Person;

      (h) establishing or amending material Partnership tax policies and
      determining material Partnership tax elections, other than elections made
      pursuant to Section 754 of the Code as may be required hereunder;

      (i) establishing or amending material Partnership accounting policies,
      procedures or practices;

      (j) replacing the Certified Public Accountants;

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                                                                         Page 28

      (k) disclosing to any third party any Confidential Information obtained
      directly or indirectly from the Partnership, any other Partner, or any
      Affiliate thereof EXCEPT in compliance with the requirements of Section
      14.14;

      (l) appointing a substitute Managing Partner as provided in Section
      7.1(b);

      (m) approving the relief of any obligations under this Agreement of a
      transferor Partner in the event of a Permitted Transfer as provided in
      Sections 10.1 or 10.4;

      (n) approving the extension of a Cure Period;

      (o) determining the amount and timing of distributions of cash or property
      to the Partners, except when such distributions are made pursuant to
      Section 6.3 or are included in the Partnership Budget; provided, however,
      no member of the ERC shall unreasonably withhold or delay its approval of
      a proposed distribution of cash or property to the Partners;

      (p) making any public announcements related to the Project, the
      Partnership or any Partner;

      (q) adopting or modifying any risk management policies and insurance
      programs of the Partnership, except as required pursuant to the
      requirements of Project Contracts;

      (r) instituting policies for the protection of confidential information,
      and policies and guidelines for health and safety;

      (s) approving the timing of when Construction Equity Contributions shall
      be required to be made other than on the Construction Equity Contributions
      Date or as otherwise required by the Collateral Agent under the Common
      Agreement;

      (t) approving a change in Fiscal Year period for the Partnership;

      (u) approving the timing of when Equity Guarantees shall be required to be
      provided other than on the date of Financial Closing or as otherwise
      required by the Collateral Agent under the Common Agreement;

      (v) approving any return of any capital contributions to any Partner
      except as provided in Article 6;

      (w) granting additional authority to the Managing Partner beyond what is
      provided in this Partnership Agreement;

      (x) authorizing any Partner other than the Tax Matters Partner to carry
      out tax related duties or actions on behalf of the Partnership;

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                                                                         Page 29

      (y) approving the determination of fair market value to be used for the
      purpose of liquidation of the Partnership under the terms of the
      Partnership Agreement;

      (z) approving the formation of, or acquisition of an interest in, and the
      contribution of property to, any further limited or general partnerships,
      joint ventures, or corporations;

      (aa) approving the indemnification of any Person by the Partnership
      against liabilities and contingencies to the extent permitted by law and
      involving more than two hundred fifty thousand dollars ($250,000);

7.4   ACTIONS REQUIRING NINETY PERCENT (90%) APPROVAL OR CONSENT OF THE ERC.
      Subject to Section 7.2(d) and except as otherwise provided herein, the
      approval or consent of ninety percent (90%) of the Weighted Voting
      Interests of the General Partners represented on the ERC shall be
      necessary before any of the following actions may be taken by or on behalf
      of the Partnership:

      (a) causing the Partnership to merge or consolidate with or into any other
      Person;

      (b) taking any action which would cause the Partnership NOT to be
      recognized as a partnership for federal income tax purposes, EXCEPT when
      such action is required by law;

      (c) taking any action which would cause the Partnership NOT to be
      recognized as an Exempt Wholesale Generator (EWG), or cause the
      Partnership or any Partner to become regulated as a holding company under
      PUHCA, EXCEPT when such action is required by law;

      (d) approving a Capacity Upgrade; or

      (e) approving an Expansion.

7.5   ACTIONS REQUIRING UNANIMOUS APPROVAL OR CONSENT OF THE GENERAL
      PARTNERS. Subject to Section 7.2(d) and except as otherwise provided
      herein, the unanimous approval or consent of the General Partners shall be
      necessary before any of the following actions may be taken by or on behalf
      of the Partnership:

      (a) electing to dissolve or wind-up the Partnership or to take any action
      that would have such result;

      (b) commencing a voluntary proceeding in bankruptcy in the name of the
      Partnership, or seeking the protection of any federal or state bankruptcy
      or insolvency law or debtor relief statute;

      (c) changing the nature of the Partnership's business; or

      (d) removing the Managing Partner for "cause" in accordance with Section
      7.1(b).

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                                                                         Page 30

7.6   ACTIONS REQUIRING UNANIMOUS APPROVAL OR CONSENT OF ALL PARTNERS.
      Subject to Section 7.2(d) and except as otherwise provided herein, the
      unanimous approval or consent of all Partners shall be necessary before
      any of the following actions can be taken by or on behalf of the
      Partnership:

      (a) admitting Additional Partners, except in the event the Additional
      Partner is admitted pursuant to Article 10, Section 12.1(a)(iii) or
      Section 12.2(d); or

      (b) making any amendment to this Agreement; provided, however, that if
      such amendment would not adversely modify the rights or obligations of any
      Partner, then only the unanimous approval or consent of the General
      Partners shall be required.

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                                                                         Page 31

                                    ARTICLE 8

                             SERVICES FROM PARTNERS
                         OTHER THAN THE MANAGING PARTNER

8.1   SERVICES REQUESTED FROM PARTNERS OTHER THAN THE MANAGING PARTNER. If
      the Managing Partner requests another Partner, or an Affiliate thereof, to
      perform services for the Partnership not otherwise specifically provided
      for in this Agreement, such Partner shall be reimbursed in accordance with
      the Standard Billing Practices.

8.2   BILLING STATEMENT DEADLINE. Partners, or their Affiliates, which
      perform services for the Partnership pursuant to Section 8.1, shall, on or
      before the fifteenth (15th) day of each calendar month, render a statement
      to the Managing Partner itemizing the costs and expenses incurred during
      the previous calendar month for which reimbursement is sought.

8.3   PAYMENT DEADLINE. The amount invoiced on the statement pursuant to
      Section 8.2 shall be paid on or before twenty-five (25) days following the
      calendar month in which such services were rendered and the costs and
      expenses were incurred or fifteen (15) days after receipt of the
      statement, whichever is later.

8.4   FAILURE TO MAKE PAYMENT. Should there be a failure to make a timely
      payment of any amount to be reimbursed to a Partner or Affiliate thereof
      pursuant to this Article 8, interest shall accrue on any overdue amount
      until such principal amount and interest thereon are paid at a per annum
      rate equal to the lesser of: (i) the "Prime Rate" as reported in THE WALL
      STREET JOURNAL on the first Business Day of each calendar quarter, plus
      two hundred (200) basis points, or (ii) the maximum rate allowed by law.

8.5   EXAMINATION OF BOOKS AND RECORDS. Each Partner shall, at its own
      expense, have the right at all times during normal business hours to
      examine the books and records of a Partner to the extent necessary to
      verify the accuracy of any statement, charge, computation or demand made
      by such Partner under or pursuant to this Article 8. Such right may be
      exercised through any agent or employee of such Partner or by an
      independent public accountant, attorney or other consultant so designated
      by such Partner subject to the confidentiality provisions set forth in
      Section 14.14.

8.6   SERVICES CURRENTLY PROVIDED BY THE MANAGING PARTNER'S AFFILIATES. The
      Partners acknowledge that Affiliates of the Managing Partner currently
      provide or shall provide the services to or on behalf of the Partnership
      which are described in APPENDIX F.

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                                                                         Page 32

                                    ARTICLE 9

                             ACCOUNTING AND TAXATION

9.1   LOCATION OF RECORDS. The books of account for the Partnership shall be
      kept and maintained at the principal office of the Partnership or at such
      other place as the Managing Partner shall determine.

9.2   BOOKS OF ACCOUNT.  The books of account and financial statements for the
      Partnership shall be:

      (a) maintained and prepared on an accrual basis in accordance with GAAP;
      and

      (b) audited by the Certified Public Accountants at the end of each Fiscal
      Year.

9.3   ANNUAL  FINANCIAL  STATEMENTS  AND  TAX  INFORMATION.  As soon as
      practicable following the end of each Fiscal Year of the Partnership, the
      Managing Partner shall cause to be prepared and delivered to the Partners:

      (a) an income statement and a statement of changes in financial position
      for such Fiscal Year, a balance sheet and a statement of each Partner's
      capital account as of the end of such Fiscal Year, together with a report
      thereon of the Certified Public Accountants;

      (b) federal, state and local income tax returns and such other accounting,
      tax information and schedules, including but not limited to the Schedule
      K-1 for each Partner, as shall be necessary for the preparation by each
      Partner of its income tax return for such Fiscal Year, on or before the
      thirty-first (31st) day of the third (3rd) calendar month after the end of
      each Fiscal Year; and

      (c) an estimate of Partnership taxable income or loss, as shall be
      necessary for each Partner to make its estimated income tax payment(s), if
      any, due for such Fiscal Year, on or before January 15 of each calendar
      year.

9.4   INTERIM FINANCIAL STATEMENTS. As soon as practicable after the end of
      each calendar quarter, the Managing Partner and the General Partners shall
      review, discuss and consult on matters relating to the preparation of the
      items listed in subsections (a) through (c) below. As soon as practicable
      after such consultation, the Managing Partner shall cause to be prepared
      and delivered to each Partner, with an appropriate certificate of the
      Person authorized to prepare the same:

      (a) an income statement and a statement of changes in financial position
      for such quarter (including sufficient information to permit the Partners
      to calculate their tax accruals), for the portion of the Fiscal Year then
      ended;

      (b) a balance sheet and a statement of each Partner's capital account as
      of the end of such quarter; and

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                                                                         Page 33

      (c) a statement comparing the actual financial results of the Partnership
      for such quarter and the portion of the Fiscal Year then ended, with the
      budgeted or forecasted pro forma projections for such respective periods;

      (d) an estimate of Partnership taxable income or loss, as shall be
      necessary for each Partner to make its estimated income tax payments(s),
      if any, due for such calendar quarter, at least twenty (20) Business Days
      prior to the estimated tax due date, which estimate shall be based upon
      information reasonably available to the Managing Partner at that time.

9.5   TAXATION. The parties intend that the Partnership shall be treated as a
      partnership for federal and state (and local, if applicable) tax purposes.
      The Partnership's federal and state (and local if applicable) income tax
      returns shall be prepared by the Certified Public Accountants subject to
      review by the Managing Partner. All of the material Partnership elections
      for federal and state (and local if applicable) income tax purposes shall
      be determined by the ERC, except those specifically reserved by the Code
      to be made by the individual Partners.

9.6   GOVERNMENTAL  REPORTS.  The Managing  Partner  shall  prepare and file, or
      cause to be prepared and filed, all reports prescribed by any commission
      or governmental agency having jurisdiction of the Project.

9.7   INSPECTION OF FACILITIES AND RECORDS. Each Partner shall, at its own
      expense, have the right at all times during normal business hours to
      inspect the Project facilities and to audit or examine the books and
      records of the Partnership. Such right may be exercised through any agent
      or employee of such Partner or by an independent public accountant,
      attorney or other consultant so designated by such Partner subject to the
      confidentiality provisions set forth in Section 14.14.

9.8   DEPOSIT AND WITHDRAWAL OF FUNDS. Subject to the Common Agreement, funds
      of the Partnership shall be deposited in such recognized and reputable
      banks, depositories, or other financial institutions, in the account of
      the Partnership, as shall be designated from time to time by the Managing
      Partner. All withdrawals from any such depository shall be made subject to
      the provisions of this Agreement and shall be made only by check, wire
      transfer, debit memorandum or other written instruction.

9.9   TAX MATTERS PARTNER. The Managing Partner is hereby designated as the
      "Tax Matters Partner" of the Partnership, as defined in Section 6231(a)(7)
      of the Code. In carrying out its duties set out in this Agreement, the Tax
      Matters Partner shall act in a fiduciary capacity with respect to the
      Partnership and the other Partners and shall take no action (other than
      the performance of ministerial duties) without prior written approval of
      such action by the other Partners.

      (a) The Tax Matters Partner shall have the authority to extend the statute
      of limitations for assessment of tax deficiencies against the Partners
      with respect to adjustments to the

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                                                                         Page 34

      Partnership's federal, state, local or foreign tax returns, and to the
      extent provided in Sections 6222 through 6231 of the Code, to represent
      the Partnership and the Partners before taxing authorities or courts of
      competent jurisdiction in tax matters affecting the Partnership and the
      Partners in their capacities as Partners, and to file any tax returns and
      execute any agreements or other documents relating to or affecting such
      tax matters, including agreements or other documents that bind the
      Partners with respect to such tax matters or otherwise affect the rights
      of the Partnership and the Partners; provided that, to the extent any such
      extension, agreement, election or document might have a material effect on
      any Partner, such Partner must consent in writing to such extension,
      agreement, election or document and the Tax Matters Partner must
      reasonably consult with such Partner in any discussions or negotiations
      associated with such agreement or document. Each Partner agrees to
      cooperate with the Tax Matters Partner and to do or refrain from doing any
      or all things reasonably required by the Tax Matters Partner to conduct
      such proceedings.

      (b) The Tax Matters Partner shall keep each Partner informed of all
      administrative and judicial proceedings, as required by Section 6223(g) of
      the Code, and shall furnish each Partner in writing a copy of each notice
      or other communication received by the Tax Matters Partner. If any Partner
      intends to file a notice of inconsistent treatment under Section 6222(b)
      of the Code, such Partner shall, prior to the filing of such notice,
      provide notice to the Tax Matters Partner of such intent and the manner in
      which the Partner's intended treatment of the Partnership item is (or may
      be) inconsistent with the treatment of that item by the Partnership.

      (c) Each Partner shall bear its own costs resulting from any tax
      examination of its investment in the Partnership. Furthermore, each
      Partner shall indemnify and hold harmless the other Partners, their
      successors and assigns, against all actions, suits, proceedings, hearings,
      investigations, charges, complaints, claims, demands, injunctions,
      judgments, orders, decrees, rulings, damages, dues, penalties, fines,
      costs, reasonable amounts paid in settlement, liabilities, obligations,
      taxes, liens, losses, expenses, and fees (including reasonable attorneys
      fees and costs) against or incurred by the other Partners and the
      Partnership, their successors and assigns, that proximately result from,
      relate to, or arise in any respect from the payment of, or failure to pay,
      federal or state income taxes due or payable by such Partner, or any
      investigation or enforcement action relating thereto. Such indemnification
      shall survive until the expiration of the applicable statute of
      limitations with respect to the damages in question.

      (d) The Tax Matters Partner shall be reimbursed by the Partnership for all
      time and reasonable costs incurred by it as Tax Matters Partner, in
      accordance with the Standard Billing Practices, in connection with any tax
      related matters, including but not limited to the examination of the
      Partnership tax returns by a taxing authority.

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                                                                         Page 35

                                   ARTICLE 10

                       TRANSFERS OF PARTNERSHIP INTERESTS

10.1  PERMITTED TRANSFERS. A Partner shall be permitted to Transfer all or
      any part of its Partnership Interest to another Person provided that such
      Transfer is first in compliance with all of the following conditions (a
      "Permitted Transfer"); provided, however, notwithstanding anything herein
      to the contrary, no provision of this Agreement, other than Section
      10.1(c)(i), shall prohibit any Transfers pursuant to the terms of the
      Pledge Agreements:

      (a) the Transfer will NOT adversely affect the financial and operating
      integrity of the Partnership;

      (b) the Transfer will NOT result in a termination of the Partnership under
      Section 708 of the Code, unless such termination would not materially
      adversely affect the Partnership or any Partner;

      (c) the Transfer will NOT (i) cause revocation or loss of the
      Partnership's EWG status, or cause the Partnership, any Partner, Parent,
      or Affiliate thereof to become regulated as a holding company under PUHCA
      or (ii) be in conflict with any other law or regulation which would
      otherwise adversely affect the financial and operating integrity of the
      Partnership;

      (d) the Transfer is NOT prohibited by and will not cause a default under
      the terms of any material Project Contract of the Partnership, including
      but not limited to the Common Agreement, and if required the proposed
      Transfer has been approved and consented to by any third party from which
      approval or consent is required under a material Project Contract;

      (e) such Transfer is in compliance with all applicable requirements of
      law, including but not limited to any applicable securities laws;

      (f) the transferor Partner has provided written notice, ten (10) days
      prior to effectuating any Transfer, to the Partnership and the other
      Partners of its intent to Transfer all or any part of its Partnership
      Interest to a specified transferee, provided however that such prior
      written notice shall not be required for a Transfer (i) between a Partner
      and its Affiliates or (ii) between or among TENASKA GP, TENASKA LP and/or
      DIAMOND GEORGIA;

      (g) if applicable, the transferee assumes by operation of law or express
      agreement with the Partnership, in form and substance reasonably
      satisfactory to the Partnership, all of the obligations of the transferor
      Partner under this Agreement to the extent the transferor Partner is
      transferring all or any part of its obligations under this Agreement;
      provided, however, that any such assumption shall not relieve the
      transferor Partner of such obligations unless the ERC, in its sole
      discretion (excluding the vote of the

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                                                                         Page 36

      Representative or Alternate Representative of the transferor Partner and
      of any Partner which is an Affiliate of the transferor Partner),
      specifically agrees pursuant to Section 7.3(m);

      (h) in the event the transferee is to be admitted to the Partnership as an
      Additional Partner, such transferee is admitted in compliance with Article
      11; and

      (i) the transferor Partner is NOT a Defaulting Partner at the time of the
      Transfer.

10.2  WITHDRAWAL OF TRANSFEROR PARTNER. In the event of a Permitted Transfer
      where the transferor Partner Transfers all of its Partnership Interest,
      the transferor Partner shall become a Withdrawn Partner effective on the
      date such Permitted Transfer is effectuated.

10.3  EFFECT OF PROHIBITED TRANSFERS. Any proposed Transfer of a Partnership
      Interest by a Partner which is not expressly permitted by Article 10 or
      Section 12.1(a)(iii) or Section 12.2(d) shall be prohibited, and in the
      event a Transfer is erroneously effectuated and later found not to conform
      with the requirements of Article 10, Section 12.1(a)(iii) or Section
      12.2(d), such Transfer shall be void and shall not be recognized by the
      Partnership, and the Partner which attempted to effectuate such prohibited
      Transfer shall remain liable for all of its obligations under this
      Agreement. Nothing in this Agreement shall be deemed to limit any rights
      or remedies that the Partnership or any other Partner may have against a
      transferor Partner in the event of a prohibited Transfer.

10.4  TRANSFERS UNDER A SECURITY INTEREST. In the event of a Permitted
      Transfer where a transferee becomes a substituted Additional Partner by
      operation of a Transfer made in foreclosure or other enforcement of a
      security interest pledged by a Partner, such Permitted Transfer and such
      transferee shall be subject to all of the terms and provisions of this
      Agreement, and the transferor Partner shall not be relieved of any of its
      obligations under this Agreement without the prior approval or consent of
      the ERC, excluding the vote of the Representative or Alternate
      Representative of the transferor Partner and of any Partner which is an
      Affiliate of the transferor Partner.

10.5  TAX ELECTION. In the event that a Partnership Interest is transferred
      or assigned as permitted by this Article 10, (a) at the request of a
      transferee of ten percent (10%) or more of the Partnership Interests, the
      Partnership shall make an election pursuant to Section 754 of the Code,
      and (b) at the request of transferee of less than ten percent (10%) of the
      Partnership Interests, the Partnership shall make such an election only
      with the requisite approval of the ERC.

10.6  PLEDGE OF PARTNERSHIP INTERESTS. If the Partnership Interests are
      pledged, or otherwise assigned as a security interest, the transferee
      shall become a Partner of the Partnership only in the manner and event and
      to the extent expressly provided in the agreement effecting such pledge or
      assignment or by operation of law.

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                                                                         Page 37

                                   ARTICLE 11

                        ADMISSION OF ADDITIONAL PARTNERS

11.1 PERMITTED ADMISSIONS.

      (a) AUTOMATIC ADMISSION OF TRANSFEREE OF A PERMITTED TRANSFER. Upon
      compliance with the terms of Section 11.1(c), the transferee with respect
      to a Permitted Transfer pursuant to Article 10 shall be automatically
      admitted as an Additional Partner (a General Partner in respect of a
      transferred General Partner Partnership Interest or a Limited Partner in
      respect of a transferred Limited Partner Partnership Interest) in
      substitution for the transferor Partner to the extent of the transferred
      Partnership Interest. Upon the request of a Partner, a Permitted Transfer
      pursuant to Article 10 may be structured as the admission of the
      transferee as an Additional Partner with the entire dilution in the
      Partnership Interests resulting from such admission of the transferee as
      an Additional Partner being allocated wholly against the Partnership
      Interest of the Partner making such Permitted Transfer (in which case the
      transferee would be admitted as a new General Partner to the extent of the
      dilution in the General Partner Partnership Interest of the transferor
      Partner and would be admitted as a new Limited Partner to the extent of
      the dilution in the Limited Partner Partnership Interest of the transferor
      Partner), provided that the Partner requesting the admission of the
      transferee as an Additional Partner, and such Partner's Affiliates, shall
      indemnify, hold harmless and reimburse the other Partners and its
      Affiliates for any adverse tax consequences to the extent resulting from
      such admission of the transferee as an Additional Partner, including but
      not limited to adverse consequences under Section 704(c) of the Code.

      (b) ADMISSION PURSUANT TO PARTNER APPROVAL. Upon compliance with the terms
      of Section 11.1(c), a Person which the Partners have approved for
      admission to the Partnership as an Additional Partner pursuant to Section
      7.6(a) shall be admitted as an Additional Partner with such Partnership
      Interest (whether a General Partner Partnership Interest or a Limited
      Partner Partnership Interest) as the Partners shall have approved.

      (c) REQUIREMENTS FOR ADMISSION. An admission of an Additional Partner to a
      new or substituted Partnership Interest must first comply with all of the
      conditions specified in Article 10 (for this purpose, substituting the
      word "admission" for the word "Transfer" in Sections 10.1(a) through (e))
      and in addition such Person which is to be admitted as an Additional
      Partner must execute a counterpart of this Agreement, and must assume by
      operation of law or express agreement with the Partnership, in form and
      substance reasonably satisfactory to the Partnership, all of its share of
      applicable obligations under this Agreement.

11.2  EFFECT OF PROHIBITED ADMISSION. Any proposed admission of an Additional
      Partner which is not expressly permitted by Sections 11.1, 12.1(c) or
      12.2(d) shall be prohibited, and in

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                                                                         Page 38

      the event an admission of an Additional Partner is erroneously effectuated
      and later found not to conform with the requirements of this Article 11,
      such admission shall be void and shall not be recognized by the
      Partnership. Nothing in this Agreement shall be deemed to limit any rights
      or remedies that the Partnership or any other Partner may have in the
      event of a prohibited admission of an Additional Partner.

                                   ARTICLE 12

                        DEFAULT AND WITHDRAWAL PROVISIONS

12.1  DEFAULT.

      (a) MONETARY DEFAULTS. Except as may otherwise be provided in Section
      12.2(d), the Partnership and/or any Non-Defaulting Partner shall have the
      right to provide the Defaulting Partner a Default Notice identifying a
      Monetary Default. If at the end of the Cure Period, if any, applicable to
      such Monetary Default, such Monetary Default shall remain uncured by the
      Defaulting Partner, then all of the following provisions and Sections 12.2
      and 12.5 shall immediately apply:

      (i)   such Defaulting Partner shall be deemed to have withdrawn from the
            Partnership effective as of the date of the Monetary Default and
            shall thereafter be a Withdrawn Partner in accordance with the
            applicable provisions of this Agreement;

      (ii)  the Partnership shall provide a Withdrawal Notice to each
            Non-Defaulting Partner advising that such Defaulting Partner has
            become a Withdrawn Partner; and

      (iii) the Withdrawn Partner's Partnership Interest shall automatically be
            assigned to the Non-Defaulting Partners pro rata in accordance with
            their Partnership Percentages (the Withdrawn Partner's Equity
            Ownership Percentage being allocated in proportion to the
            Non-Defaulting Partners' respective Equity Ownership Percentages and
            the Withdrawn Partner's Voting Interest Percentage being allocated
            in proportion to the Non-Defaulting Partners' respective Voting
            Interest Percentages) and the Non-Defaulting Partners shall
            automatically be substituted as Additional Partners for the
            Withdrawn Partner in respect thereto.

      (b) NON-MONETARY DEFAULT. In the event any Partner is in Default of its
      Non-Monetary Obligations under this Agreement, the Partnership and any
      Partner shall have the right to pursue any rights and remedies against
      such Defaulting Partner which they may have at law and in equity
      (including, but not limited to, the right to seek damages for and specific
      performance of those obligations that continue uncured by such Defaulting
      Partner, the Parties acknowledging that remedies at law would be
      inadequate) as a result of such Defaulting Partner's Default of its
      Non-Monetary Obligations under this Agreement.

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                                                                         Page 39

12.2  CERTAIN RIGHTS AND OBLIGATIONS DURING CURE PERIOD.

      (a) After the receipt of a Default Notice and prior to the curing of any
      Monetary Default or the withdrawal of the Defaulting Partner as provided
      in Section 12.1(a), the Defaulting Partner shall continue to be a Partner
      until the expiration of the Cure Period, if any, and shall continue to be
      obligated to contribute all funds and perform all obligations required of
      the Defaulting Partner under this Agreement.

      (b) If, within the Cure Period applicable to a Monetary Default, the
      Defaulting Partner cures such Monetary Default, it shall be deemed as if
      the Monetary Default had not occurred and the Defaulting Partner shall
      lose no rights under this Agreement (other than the rights which were
      suspended pending such cure pursuant to Sections 7.2(d) and 12.3). A
      Defaulting Partner shall be deemed to have cured a Monetary Default within
      the meaning of this Section 12.2(b) when it has made all payments and
      provided all guarantees then due or overdue within the applicable Cure
      Period.

      (c) The withdrawal of a Defaulting Partner as provided in Section 12.1(a)
      is not an exclusive right or remedy and is in addition to the rights and
      remedies of the Partnership and/or the Non-Defaulting Partners which are
      described in the following sentence. The Partnership and/or the
      Non-Defaulting Partners shall have and may exercise (without regard to
      prior, concurrent, or subsequent exercise of any other rights or remedies)
      all rights and remedies at law and in equity (including, but not limited
      to, the right to seek damages for and specific performance of those
      obligations that continue uncured by such Defaulting Partner, the Parties
      acknowledging that remedies at law would be inadequate).

      (d) The provisions of this Section 12.2(d) shall apply notwithstanding
      anything to the contrary in Sections 12.1, 12.2, 12.3, 12.4 and 12.6. In
      the event that any Partner transfers a portion of its Partnership Interest
      to a transferee pursuant to a Permitted Transfer under Article 10 and such
      transferee is in Monetary Default (a "Defaulting Transferee"), then the
      Partner which transferred such portion of its Partnership Interest to the
      Defaulting Transferee and remains a Partner in the Partnership (the
      "Transferor") shall have the right, at its election, to cure the
      Defaulting Transferee's Monetary Default at any time within two (2)
      Business Days prior to the expiration of the Cure Period. If the
      Transferor cures the Defaulting Transferee's Default within such two (2)
      Business Days prior to the expiration of the Cure Period (the date of such
      cure during the Cure Period hereinafter referred to as the "Cure Date"),
      then subject to compliance with the terms of Sections 10.1 and 11.1(c),
      the provisions of Section 12.1 will apply, except however the provisions
      of Section 12.1(a)(iii) will not apply and instead the Defaulting
      Transferee shall be deemed to have automatically assigned to the
      Transferor all of such Defaulting Transferee's Partnership Interest (the
      "Relinquished Interest") effective as of the date of the Monetary Default
      and the right to receive distributions during the Cure Period as provided
      in Section 12.3 shall instead be solely allocated and automatically
      assigned to the Transferor. For the avoidance of doubt, any voting rights
      associated with the Relinquished Interest which may have been suspended
      pursuant to Section 7.2(d) shall be restored to the Transferor as of the
      Cure Date. The Transferor shall provide notice to all

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                                                                         Page 40

      Partners and the Partnership that such automatic assignment has occurred
      pursuant to this Section 12.2(d). The foregoing assignment(s) shall be
      effective for all purposes without necessity of execution of any documents
      by the Defaulting Transferee; provided, however, that upon request of the
      Transferor, the Defaulting Transferee shall execute such assignment(s) and
      other documents evidencing the foregoing assignment(s) as the Transferor
      may reasonably request and the Defaulting Transferee hereby irrevocably
      appoints the Transferor as its attorney-in-fact, coupled with an interest,
      to so execute such assignment(s) on its behalf. Subject to Section
      11.1(c), the Transferor, upon being assigned a Relinquished Interest
      pursuant to this Section 12.2(d), shall be admitted as a Partner in
      substitution for the Defaulting Transferee to the extent of the
      Relinquished Interest.

12.3  CURE PERIOD DISTRIBUTIONS. In the event a Partner is in Monetary
      Default and reimbursements, payments, allocations or distributions are
      made pursuant to this Agreement, including but not limited to Sections
      5.1, 5.2, 5.3, 5.4, 6.2, 6.3 or 6.4, during the Cure Period, if any,
      pertaining to such Monetary Default, the amount of such reimbursements,
      payments, allocations or distributions that would otherwise be made to the
      Defaulting Partner during such Cure Period shall be reflected in the
      capital account of the Defaulting Partner but shall not be distributed to
      the Defaulting Partner unless and until such Monetary Default is cured by
      the Defaulting Partner before the end of the Cure Period. If the Monetary
      Default is not cured before the end of the Cure Period, (a) the
      reimbursements, payments, allocations or distributions previously
      reflected in the capital account of the Defaulting Partner and
      attributable to the period after the date of the Monetary Default shall be
      removed from such Defaulting Partner's capital account and (b) the amount
      so removed shall lapse as a reimbursement, payment, allocation or
      distribution obligation and shall not be an amount owed to such Defaulting
      Partner by the Partnership, and (c) except as provided in Section 12.2(d),
      the amount so removed shall be reallocated to and distributed to the
      Non-Defaulting Partners in proportion to their respective Equity Ownership
      Percentages.

12.4  AUTOMATIC WITHDRAWAL. In addition to those instances in which withdrawal
      is deemed to occur under this Agreement upon the happening of any of the
      following events with respect to a Partner, such Partner shall
      automatically become a Withdrawn Partner and promptly following receipt of
      notice of the happening of any such event the Partnership shall provide a
      Withdrawal Notice to all other Partners advising that such Partner has
      become a Withdrawn Partner:

      (a) the entry by a court of competent jurisdiction of a decree or order
      for relief, unstayed on appeal or otherwise and in effect for ninety (90)
      days, in respect of such Partner, in an involuntary case under the federal
      bankruptcy laws, or any such order adjudicating such Partner as bankrupt
      or insolvent under any other applicable bankruptcy, insolvency or
      liquidation law;

      (b) the entry by a court of competent jurisdiction of a decree or order
      appointing a receiver, custodian, assignee, trustee, liquidator,
      sequestrator or other similar official of

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                                                                         Page 41

      such Partner or of any substantial part of the property of such Partner,
      or ordering the winding down or liquidation of its affairs, and the
      continuance of any such decree or order unstayed on appeal or otherwise
      and in effect for ninety (90) days, or the commencement by such Partner of
      a voluntary case under the federal bankruptcy laws, or under any other
      bankruptcy or insolvency law, seeking reorganization, liquidation,
      arrangement, adjustment or composition of such Partner under the
      bankruptcy laws or any similar statute;

      (c) the consenting by such Partner to the appointment of, or taking
      possession by, a receiver, assignee, custodian, trustee, liquidator,
      sequestrator, or other similar official of it, or of any substantial part
      of its property, or the taking of corporate or partnership action by such
      Partner in furtherance of any such action;

      (d) the filing of a certification of dissolution of the Partner under the
      laws of the jurisdiction of its incorporation or formation which cannot be
      cured or the entering of a final non-appealable order dissolving that
      Partner by any court of competent jurisdiction; or

      (e) any event which shall make it unlawful for that Partner to be a
      Partner in the Partnership.

12.5  GENERAL WITHDRAWAL PROVISIONS.

      (a) A Partner which has become a Withdrawn Partner pursuant to Sections
      12.1(a) or 12.4:

               (1) shall not be entitled to payment or distribution of any
               positive balance in its capital account;

               (2) shall not be entitled to reimbursement of any Equity
               Contributions, Additional Capital or Development Funds
               contributed and/or advanced prior to the date of its withdrawal;

               (3) shall not be entitled to release of any Equity Guarantees
               and/or Project Guarantees provided prior to the date of its
               withdrawal, and such Equity Guarantees and/or Project Guarantees
               shall be released to the Withdrawn Partner only after they are no
               longer required by the Partnership, the Project, Collateral
               Agent, or any Person which is a party to a Project Contract, as
               the case may be;

               (4) shall have only those rights specifically set forth in this
               Agreement and such Partner's status and rights as a Partner shall
               automatically terminate as of the date of withdrawal; and

               (5) shall remain liable for all of its obligations under this
               Agreement.

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                                                                         Page 42

      (b) Except pursuant to Section 13.2, a withdrawal by one or more Partners
      as described in this Article 12 shall not effect a dissolution of the
      Partnership.

      (c) The Partnership may set off any amounts owed to a Partner which has
      become a Withdrawn Partner against amounts owed to the Partnership by such
      Withdrawn Partner.

      (d) A Withdrawn Partner's withdrawal from the Partnership pursuant to
      Sections 12.1 or 12.4 is not an exclusive right or remedy and is
      additional to the rights and remedies of the Partnership and/or the
      Non-Withdrawn Partners which are described in the following sentence. The
      Partnership and/or the Non-Withdrawn Partners shall have and may exercise
      (without regard to prior, concurrent, or subsequent exercise of any other
      rights or remedies) all rights and remedies at law and in equity
      (including, but not limited to, the right to seek damages and specific
      performance of those obligations that continue uncured by such Withdrawn
      Partner (without regard to whether or not any Non-Withdrawn Partners or
      Additional Partner has succeeded to the Withdrawn Partner's obligations
      (including Monetary Obligations) hereunder), the Parties acknowledging
      that remedies at law would be inadequate).

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                                                                         Page 43

                                   ARTICLE 13

                         TERMINATION OF THE PARTNERSHIP

13.1  VOLUNTARY DISSOLUTION. Subject to the other terms and conditions of
      this Agreement, the Partnership shall not be subject to dissolution,
      except as provided in Sections 7.5(a) and 13.2, during the Primary Term.
      Immediately prior to the end of the Primary Term, the Managing Partner
      shall, if required, properly file documents with the State of Delaware,
      and each calendar year thereafter, to extend the existence of the
      Partnership from year to year; provided, however, that a Partner may elect
      to dissolve the Partnership and terminate this Agreement after expiration
      of the Primary Term by giving the other Partners written notice of such
      election not less than four (4) months prior to the date such dissolution
      is to take effect.

13.2  AUTOMATIC DISSOLUTION. The Partnership shall be automatically, and
      without notice, dissolved upon the happening of any of the following
      events (no event other than those hereinafter listed shall cause or result
      in the automatic dissolution of the Partnership):

      (a) the transfer of all, or substantially all, of the Partnership's
      business and assets to any successor entity;

      (b) the sale or abandonment of all, or substantially all, of the
      Partnership's business and assets;

      (c) any event which shall make it unlawful or impossible for the business
      of the Partnership to be carried on, or for the Partners to carry it on in
      the form of a Partnership; provided, however, that dissolution will not
      occur until expiration of the cure period, if any, approved by the ERC, or
      that amount of time allowed by law for a cure, during which time the
      Partnership will take all reasonable action to seek a remedy and continue
      operations;

      (d) the bankruptcy or insolvency of the sole remaining General Partner;
      provided, however, that dissolution will not occur if, within ninety (90)
      calendar days after such bankruptcy or insolvency of the sole remaining
      General Partner, all remaining Limited Partners agree in writing to
      continue the business of the Partnership and to admit one or more General
      Partners.

13.3  AVOIDANCE OF DISSOLUTION In the event that all Partners but one
      withdraw from the Partnership, the remaining Partner may act to admit an
      Additional Partner as a General Partner or Limited Partner, as the case
      may be, prior to the date of withdrawal of the penultimate Partner so as
      to avoid dissolution of the Partnership. In the event that all Limited
      Partners withdraw from the Partnership, the remaining General Partner(s)
      may act to admit an Additional Partner that is a Limited Partner, or
      convert a portion of their

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                                                                         Page 44

      Partner Interest(s) to that of a Limited Partner, prior to the date of
      withdrawal of the last Limited Partner, so as to avoid dissolution as a
      limited partnership.

13.4  WINDING DOWN AND LIQUIDATION. Prior to the Partnership being dissolved
      pursuant to the provisions of Sections 13.l or 13.2, the Managing Partner
      shall be bound by the terms and conditions of this Agreement for the
      purpose of winding down the business of the Partnership and liquidating
      its assets in an orderly manner; provided, however, the Partnership shall
      engage in no new business during the period of such winding down. Any
      distribution of assets upon such winding down and liquidation shall be in
      accordance with Section 6.2. No dissolution of the Partnership shall
      relieve a Partner from any obligation accruing or accrued to the date of
      such dissolution.

13.5  CONTINUANCE OF PARTNERSHIP. Except as provided in Sections 13.l and
      13.2, it is understood and agreed by each of the Partners that the
      relationship of Partnership among them is intended to continue without
      interruption until such relationship is either specifically dissolved by
      the approval of the General Partners pursuant to Section 7.5(a), or by the
      occurrence of any event specified in Sections 13.1 or 13.2 as an event of
      dissolution, and each Partner waives and releases, to the extent permitted
      by law, its right to dissolve or obtain dissolution of the Partnership in
      any other manner or for any other reason. If, notwithstanding the
      foregoing, the Partnership may at any time be deemed by operation of law,
      notwithstanding Sections 13.1 or 13.2, to be dissolved (for example, upon
      the bankruptcy or withdrawal of a Partner), each of the Partners hereby
      covenants and agrees with the other Partners as follows:

      (a) the business and affairs of the Partnership shall continue without
      interruption and be carried out by a new partnership (the "Successor
      Partnership");

      (b) the partners of the Successor Partnership shall be the Persons who
      were Partners hereunder at the time of such dissolution;

      (c) the Successor Partnership and the partners thereof shall be governed
      by the terms of this Agreement as if the Successor Partnership were the
      Partnership;

      (d) each of the Partners covenants and agrees to execute such further
      agreements, including (without limitation) notes, novations and
      accommodations, as may be necessary to continue the business of the
      Partnership and to protect and perfect any lien or security interest
      granted by the Partnership; and

      (e) as used in this Section 13.5, the term "Partnership", at any point in
      time, shall mean the Partnership originally formed pursuant to this
      Agreement or the Successor Partnership which at such time is continuing
      the business and affairs of the Partnership originally so formed.

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                                                                         Page 45

                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS

14.1  EFFECT OF  AGREEMENT.  This  Agreement  may be  amended,  restated  or
      supplemented  only as  provided in Section 7.6(b).

14.2  NOTICES.

      (a) All notices, consents, approvals, designations, directions, requests
      or other communications (collectively, "Notices") given pursuant to this
      Agreement shall be given in writing and delivered by registered or
      certified mail or overnight delivery or sent by facsimile. Each Notice
      delivered by registered or certified mail, return receipt requested, shall
      be deemed given and received on the date of delivery as shown on the
      return receipt; or if delivery is attempted at the applicable address set
      forth in Section 14.2(b), or other address if changed pursuant to Section
      14.2(b), and the Notice is returned, Notice shall be deemed given and
      received on the date the delivery was attempted. Each Notice sent by
      overnight delivery shall be deemed given and received twenty-four (24)
      hours after such communication is deposited with a reputable overnight
      courier. Each Notice delivered by facsimile shall be deemed given and
      received on the date that such transmission has been successfully
      completed as shown on the facsimile confirmation records maintained by the
      sending party.

      (b) Unless otherwise notified by the Partnership or by a Partner, Notices
      shall be provided at the following addresses:

            IF TO THE PARTNERSHIP:

            Tenaska Georgia Partners, L.P.
            1044 North 115th Street, Suite 400
            Omaha, NE  68154
            Attention:  Chief Financial Officer
            Tel. 402/691-9500
            Fax: 402/691-9550

            IF TO TENASKA GP:

            Tenaska Georgia, Inc.
            1044 North 115th Street, Suite 400
            Omaha, NE  68154
            Attention:  Chief Financial Officer
            Tel. 402/691-9500
            Fax: 402/691-9550

<Page>

                                                                         Page 46

            IF TO TENASKA LP:

            Tenaska Georgia I, L.P.
            1044 North 115th Street, Suite 400
            Omaha, NE  68154
            Attention:  Chief Financial Officer
            Tel. 402/691-9500
            Fax: 402/691-9550

            IF TO DIAMOND GEORGIA:

            Diamond Georgia, LLC
            333 South Hope Street
            Suite 2610
            Los Angeles, CA  90071
            Attention: General Manager
            Tel:  213-892-1300
            Fax:  213-892-1332

            with a copy to:

            Morgan, Lewis & Bockius LLP
            300 South Grand Avenue
            22nd Floor
            Los Angeles, CA 90071
            Attention: Richard A. Shortz, Esq.
            Tel: 213 612-2526
            Fax: 213 612-2554

      The Partnership and any Partner may change its address for the receipt of
      Notices at any time by giving written notice thereof to the Partnership
      and the Partners.

      (c) Any Partner may waive any notice to which such Partner is entitled
      pursuant to this Agreement by executing a written waiver of such notice,
      unless otherwise waived pursuant to the terms of this Agreement.

14.3  FURTHER ASSURANCES. Each of the Partners agrees to execute and deliver
      all such other and additional instruments and documents and to do such
      other acts and things as may be reasonably necessary more fully to
      effectuate this Partnership and carry on the Partnership business in
      accordance with this Agreement.

14.4  APPLICABLE LAW AND JURISDICTION.

      (a) The Partners hereby irrevocably designate, appoint and empower the
      Managing Partner as agent to receive for and on behalf of the Partnership,
      service of process. The

<Page>

                                                                         Page 47

      Partners further agree that such service of process may be made on the
      Managing Partner by personal service of a copy of the summons and
      complaint or other legal process in any such legal suit, action or
      proceeding, or by other method of service provided for under the
      applicable laws of the State of Delaware, and the Managing Partner is
      hereby authorized to accept such service for and on behalf of the
      Partnership, and to admit service with respect thereto.

      (b) Upon service of process being made on the Managing Partner, a copy of
      the summons and complaint or other legal process shall be sent by the
      Managing Partner to the other Partners within seven (7) days after receipt
      by the Managing Partner. Service upon the Managing Partner shall be deemed
      to be personal service on the Partnership and shall be legal and binding
      upon the Partnership for all purposes, notwithstanding any failure of the
      Managing Partner to send copies of such legal process or any failure on
      the part of the other Partners to receive the same.

      (c) This Agreement shall be governed by and construed in accordance with
      the laws of the State of Delaware, excluding its internal conflicts of
      laws principles. With respect to any claim of any Person arising out of
      this Agreement, (a) each Partner irrevocably submits to the exclusive
      jurisdiction of the Delaware Court of Chancery, and (b) each Partner
      irrevocably waives any objection which it may have at any time to the
      venue of any suit, action or proceeding arising out of or relating to this
      Agreement brought in any such courts and irrevocably waives any claim that
      such suit, action or proceeding is brought in an inconvenient forum, and
      further irrevocably waives the right to object, with respect to such
      claim, suit or proceeding brought in any such court, that such court does
      not have jurisdiction over such Partner.

      (d) All Partnership Interests shall be governed by and determined to be a
      security under Article 8 of the Uniform Commercial Code as adopted in the
      State of Delaware and in the State of New York.

14.5  DISPUTE RESOLUTION; BINDING ARBITRATION.

      (a) Each Partner shall appoint a representative who shall be responsible
      for administering this Agreement on behalf of such Partner and for
      representing the Partner's interests in any dispute, controversy or
      disputed claim arising under, in connection with, or relating to, this
      Agreement, including any amendment, purported amendment or termination, or
      any breach or violation of this Agreement (each, a "Dispute"). Any Dispute
      between the Partners relating to this Agreement that is not resolved
      between the Partners' representatives shall be referred to the senior
      management of the Partners for resolution. Such referral shall occur by
      written notice from any Partner's representative to the senior management
      of all Partners (the "Referral Notice") and "senior management" for
      purposes of the Referral Notice shall mean the respective officers of the
      Partners specified in Section 14.2 for receipt of Notices. The date that
      the Referral Notice is deemed given and received in accordance with
      Section 14.2 shall be the "Referral Date". The senior management of the
      Partners shall then use all reasonable efforts to attempt to

<Page>

                                                                         Page 48

      resolve the Dispute within 30 days after the Referral Date. If the senior
      management of the Partners are unable to (or for any reason do not)
      resolve the Dispute within such 30 day period, any Partner shall have the
      right immediately thereafter to seek resolution of the Dispute by binding
      arbitration in accordance with this Section 14.5.

      (b) Any Dispute shall be finally settled and determined under and pursuant
      to the applicable commercial arbitration rules and procedures of the
      American Arbitration Association ("AAA"). The arbitration shall be held at
      Wilmington, Delaware. The arbitration shall be conducted by three
      arbitrators selected by AAA who shall have no affiliation or relationship
      with any Partner or their counsel and, if deemed feasible by the AAA,
      shall have training or experience in the subject matter of the Dispute. If
      all Partners agree, the arbitration shall follow expedited procedures;
      otherwise, the arbitration shall follow non-expedited procedures. The
      arbitrators shall have the authority to make interim decisions and to
      grant injunctive relief, specific performance, and similar relief pending
      final award or decision. Any award or decision rendered by the arbitrators
      shall be final and binding on each of the Partners and their respective
      successors and assigns. Such award or decision shall be in writing signed
      by the arbitrators and shall state the reasons upon which the award or
      decision is based. The arbitrators, in deciding any Dispute, shall look to
      the substantive laws of the State of Delaware for the resolution of the
      Dispute. Judgment on any decision or award pursuant to this Section 14.5
      may be entered in any court having jurisdiction thereof.

      (c) The Partners shall continue to perform their respective obligations
      under this Agreement during the pendency of any arbitration, including an
      arbitration regarding the purported effectiveness or the purported
      termination of this Agreement.

14.6  COUNTERPARTS. This Agreement may be executed in counterparts (including
      counterparts provided for the execution by an Additional Partner), each of
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

14.7  HEADINGS. The headings contained in this Agreement are for reference
      purposes only and shall not affect the meaning or interpretation of this
      Agreement.

14.8  WAIVER. No waiver by any Person of any default by any Partner or Partners
      in the performance of any provision, condition or requirement herein shall
      be deemed to be a waiver of, or in any manner release of, said Partner or
      Partners from performance of any other provision, condition or requirement
      herein; nor shall such waiver be deemed to be a waiver of, or in any
      manner a release of, said Partner or Partners from future performance of
      the same provision, condition or requirement. Any delay or omission of any
      Partner to exercise any right hereunder shall not impair the exercise of
      any such right, or any like right, accruing to it thereafter. No waiver of
      a right created by this Agreement by one or more Partners shall constitute
      a waiver of such right by the other Partners except as may otherwise be
      required by law with respect to Persons not parties hereto. The failure of
      one or more Partners to perform its or their obligations hereunder shall
      not release the other Partners from the performance of such obligations.

<Page>

                                                                         Page 49

14.9  PARTITION. Each of the Partners expressly and irrevocably waives and
      releases any right it may have to partition Partnership assets during the
      existence of the Partnership and any period of liquidation and winding
      down of the Partnership.

14.10 LAWS AND REGULATORY BODIES. This Agreement and the obligations of the
      Partners hereunder are subject to all applicable laws, rules, orders and
      regulations of governmental authorities having jurisdiction.

14.11 WAIVER OF CONSEQUENTIAL AND PUNITIVE DAMAGES. NO PARTY TO THIS AGREEMENT
      SHALL BE LIABLE TO ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL OR PUNITIVE
      DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT PROVIDED THAT THIS
      WAIVER IS NOT INTENDED TO IN ANY WAY LIMIT OR EXCLUDE ANY SPECIFIC
      REMEDIES PROVIDED FOR IN ARTICLES 10 AND 12 HEREIN.

14.12 PARTNERSHIP OPPORTUNITY. Nothing in this Agreement shall prohibit any
      Partner, Affiliate thereof, or any of such Partners' or Affiliates'
      officers, directors, shareholders, or employees from becoming a party to
      any agreement or from participating in any business transaction, whether
      present or future, which is not directly in competition with the business
      purpose of the Partnership; provided, however, nothing in this Section
      14.12 shall relieve any Partner from its express and implied duties to the
      Partnership; provided further, however, that no Partner, Representative,
      or Alternate Representative may enter into any agreement with any Person
      that would impair such Partner's ability to carry out its obligations as
      provided in this Agreement. No Partner, Affiliate thereof, or any of such
      Partners' or Affiliates' officers, directors, shareholders, or employees
      shall under any circumstances be obligated or bound to offer or present to
      the Partnership any business opportunity offered to such Partner,
      Affiliate, officers, directors, shareholders, or employees as a
      prerequisite to the acquisition of or investment in such business
      opportunity by any of them.

14.13 ARTICLE AND SECTION NUMBERS. Unless otherwise indicated, references to
      article and section numbers are to articles and sections of this
      Agreement.

14.14 CONFIDENTIALITY PROVISIONS.

      (a) Each Partner, and Affiliates thereof, shall treat as confidential, and
      not disclose to any third party (excluding Agents, as defined in Section
      14.14(b)) not authorized by the ERC to receive such Confidential
      Information, any Confidential Information obtained directly or indirectly
      from the Partnership, any other Partner, or any Affiliate thereof.

      (b) Each Partner, and Affiliates thereof, shall limit disclosure of
      Confidential Information obtained directly or indirectly from the
      Partnership, any other Partner, or any Affiliate thereof, to only those
      employees, officers, agents, advisors, consultants, representatives and
      Affiliates (each an "Agent" and collectively the "Agents") of the
      disclosing Partner, or Affiliates thereof, who need to know such
      Confidential Information in connection with

<Page>

                                                                         Page 50

      the Partner's investment in the Project and/or for the purposes of the
      Partnership's business. Each Partner shall take such reasonable and
      prudent steps and precautionary measures as are required to ensure
      compliance with this Section 14.14 by those Agents to whom such Partner or
      an Affiliate thereof discloses Confidential Information obtained directly
      or indirectly from the Partnership, any other Partner, or any Affiliate
      thereof.

      (c) The Partners agree that no adequate remedy at law exists for a
      material breach or threatened material breach of any of the provisions of
      this Section 14.14, the continuation of which unremedied will cause the
      Partnership and the other Partners to suffer irreparable harm.
      Accordingly, the Partners agree that the injured Partnership and/or
      Partners shall be entitled, in addition to other remedies which may be
      available to them, to immediate injunctive relief from any material breach
      of any of the provisions of this Section 14.14 and to specific performance
      of their rights hereunder, as well as to any other remedies available at
      law or in equity.

      (d) "Confidential Information" shall consist of all information, in
      whatever form and whether oral or written, disclosed by the Partnership,
      any Partner, or any Affiliate thereof, (by or through their respective
      representatives) which relates to the Project (including information
      disclosed prior to the Effective Date), including but not limited to
      information of a technical, political, commercial, legal or financial
      nature together with all analyses, compilations, forecasts, studies,
      notes, summaries, tapes, recordings, documents, agreements (whether
      executed or in draft form), and other data developed by the Partnership,
      any Partner, or Affiliate thereof (by or through their respective
      representatives). Confidential Information shall NOT include: ---

          (i)  information which was already in the possession of the receiving
     party, or Affiliate thereof, at the time it obtained such Confidential
     Information hereunder;

          (ii) information which the receiving party, or Affiliate thereof, was
     or is lawfully entitled outside of this Agreement, and not subject to an
     obligation of confidentiality or other legal, contractual or fiduciary
     obligation in favor of the disclosing Person;

         (iii) information which was or is in the public domain;

          (iv) information which was, is or becomes generally available to the
      public other than as a result of a disclosure by the receiving party or
      Affiliate thereof;

          (v)  information which was, is or becomes available to the receiving
      party, or Affiliate thereof, from a Person other than the Partnership, any
      Partner or Affiliate thereof, which Person did not acquire such
      information subject to the confidentiality requirements of this Section
      14.14, and did not acquire such information subject to an obligation of
      confidentiality or other legal, contractual or fiduciary obligation in
      favor of the disclosing Person; and

<Page>

                                                                         Page 51

      (e) If a receiving party, or Affiliate thereof, is requested or becomes
      legally compelled (by oral questions, interrogatories, requests for
      information or documents, subpoena, civil investigative demand or similar
      process) to disclose any Confidential Information of another disclosing
      party, or Affiliate thereof, such receiving party agrees that it or its
      Affiliate shall provide the disclosing Person with prompt written notice
      of such request, including identifying information about the legal
      proceeding and the parties thereto, so that the disclosing party, or
      Affiliate thereof, may seek a protective order or other appropriate remedy
      and/or waive compliance with the provisions of this Agreement. In the
      event that such protective order or other remedy is not obtained, the
      receiving party agrees that it or its Affiliate shall furnish only that
      portion of the Confidential Information which is legally required and
      shall exercise reasonable efforts to obtain reliable assurances that
      confidential treatment shall be accorded to the Confidential Information
      which is disclosed in such manner.

      (f) If a receiving party, or Affiliate thereof, must disclose Confidential
      Information of a disclosing party, or Affiliate thereof, in order to
      enforce the provisions of this Agreement, then the receiving party, or
      Affiliate thereof, shall be entitled to disclose only such portion of the
      Confidential Information which is necessary for such enforcement and shall
      exercise reasonable efforts to obtain reliable assurances that
      confidential treatment shall be accorded to the Confidential Information
      which is disclosed in such manner.

      (g) Upon any Partner becoming a Withdrawn Partner, such Withdrawn Partner
      shall be obligated to promptly return and will cause its Agents to deliver
      all written Confidential Information which it has received to the
      Partnership; and such Withdrawn Partner shall be obligated to promptly
      destroy and will cause its Agents to destroy any and all copies of such
      Confidential Information. Notwithstanding the return or destruction of
      such Confidential Information, the Withdrawn Partner and its Affiliates
      shall continue to be bound by the confidentiality requirements of this
      Section 14.14.

      (h) The obligations of the Parties pursuant to this Section 14.14 shall
      survive the termination of this Agreement for a period of three (3) years.

14.15 REFERENCE TO MONEY. All references in this Agreement to, and
      transactions hereunder in, money shall be to or in Dollars of the United
      States of America.

14.16 SEVERABILITY. Should any provision of this Agreement be deemed in
      contradiction with the laws of any jurisdiction in which it is to be
      performed or unenforceable for any reason, such provision shall be deemed
      null and void, but this Agreement shall remain in force in all other
      respects. Should any provision of this Agreement be or become ineffective
      because of changes in applicable laws or interpretations thereof or should
      this Agreement fail to include a provision that is required as a matter of
      law, the validity of the other provisions of this Agreement shall not be
      affected thereby. If such circumstances arise, the parties hereto shall
      negotiate in good faith appropriate modifications to this Agreement to
      reflect those changes that are required by law.

<Page>

                                                                         Page 52

14.17 AGENCY. Nothing contained in this Agreement will be construed to authorize
      any party to act as the general agent of any other party or of the
      Partnership, except in its relation to the business of the Partnership as
      permitted in this Agreement.

14.18 MATERIALITY. The term "material" as used in this Agreement, except when
      used in the context of the defined term Material Contract, shall mean any
      action, amount, change, or matter which will or may have a substantial
      adverse effect on the rights and/or obligations of the Partnership.

14.19 PRIOR AGREEMENTS. This Agreement, its attached Appendices which are
      incorporated herein by this reference, and the Tenaska Diamond Partnership
      Agreement constitute the entire agreement of the Parties with respect to
      the subject matter hereof. This Agreement amends and restates the Amended
      and Restated Limited Partnership Agreement, dated effective as of October
      29, 1999, as previously amended, between the Parties, and cancel and
      supersede any prior agreements and understandings of the Parties with
      respect to such subject matter. There are no representations, warranties,
      terms, conditions, undertakings or collateral agreements, express, implied
      or statutory, between the Parties with respect to such subject matter
      other than those set forth in this Agreement.

14.20 AFFILIATED CONTRACTS. TENASKA GP acknowledges that the Partnership is
      relying on the performance of services by TENASKA GP and/or its Affiliates
      under those contracts described in APPENDIX F and under any other
      Affiliated Contracts which are hereafter negotiated, executed and
      delivered by the Partnership. As between DIAMOND GEORGIA and its
      Affiliates, and TENASKA GP and its Affiliates, the Representative to the
      ERC designated by DIAMOND GEORGIA shall have rights (a) to participate in
      the negotiations and discussions regarding and to approve Affiliated
      Contracts, including amendments, modifications or extensions thereof and
      (b) to determine any claim in respect of any such Affiliated Contract for
      which TENASKA GP and/or its Affiliates would be liable to the Partnership,
      including retaining legal counsel, experts and other persons as may be
      necessary or desirable to enforce the Partnership's rights against TENASKA
      and/or its Affiliates.

14.21 BINDING EFFECT. Except as otherwise expressly provided herein to the
      contrary, this Agreement shall be binding upon and shall benefit the
      Parties signatory hereto and their respective successors and assigns.

                                      * * *

<Page>

                                                                         Page 53

IN WITNESS WHEREOF, the Partners have caused this Agreement to be executed by
their respective duly authorized officers as of the date first written above.

TENASKA GEORGIA, INC.

By:    /s/ Paul G. Smith
      ---------------------------------
      Paul G. Smith, Vice President

TENASKA GEORGIA I, L.P.

      By:  Tenaska Georgia, Inc.
      Its: General Partner

By:    /s/ Paul G. Smith
      ---------------------------------
      Paul G. Smith, Vice President

DIAMOND GEORGIA, LLC

      By:  Diamond Generating Corporation
      Its: Member

By:    /s/ Makoto Saito
      ---------------------------------
      Makoto Saito, Treasurer

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX A

                           PARTNERSHIP PERCENTAGES

<Table>
<Caption>
                              Column A     Column B
                              --------     --------

                               Equity       Voting
                             Ownership     Interest
                             Percentage   Percentage
                             ----------   ----------
<S>                           <C>          <C>
TENASKA GP                     0.7000%     70.0000%
DIAMOND GEORGIA                0.3000%     30.0000%
TENASKA LP                    99.0000%      0.0000%
</Table>

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX B

               ACTIVITIES TO BE UNDERTAKEN BY THE MANAGING PARTNER
                           STANDARD BILLING PRACTICES

PROJECT DEVELOPMENT AND MANAGEMENT

The Managing Partner shall implement activities on behalf of the Partnership in
connection with the following, subject to ERC approval as required under the
Agreement, and by way of example but without limitation, in regard to the
development and construction of the Project:

1.0   Project Economics and Pro Formas
2.0   Site Development
  2.1   Site Control
  2.2   Easements
  2.3   Geotechnical and Hydrology Reports
  2.4   Environmental Audit
  2.5   Tax Abatements

3.0   Permits
  3.1   Environmental Impact Report
  3.2   FERC
  3.3   PUC Order(s)
  3.4   Air Permit(s)
  3.5   Water Supply
  3.6   Waste Water Discharge
  3.7   TNRCC
  3.7   Zoning
  3.8   Other

4.0   Project Contracts
  4.1   Power Purchase Agreement
  4.2   Fuel Supply Agreement(s)
  4.3   Fuel Transportation Agreement(s)
  4.4   Interconnection Agreements
  4.5   EPC Contract
  4.6   O&M Contract
  4.7   Long-Term Service Agreement(s)
  4.8   Financing and Related Agreement(s)

<Page>

5.0   Construction of Facility
  5.1   Specifications and Scope
  5.2   EPC Administration and Management
  5.2   Equipment Procurement
  5.3   Construction Insurance
  5.4   Oversight and Field Management
  5.5   Startup Activities/Testing

6.0   Financing Activities
  6.1  Construction Loan Agreement and Closing Documentation
  6.2  Long-Term Loan Agreement and Closing Documentation
  6.3  Equity Agreements and Closing Documents
  6.4  Legal Opinions

7.0   Risk Management
  7.1   Development/Proposal of Risk Management Policies
  7.2   Development/Proposal of Insurance Program
  7.3   Health & Safety Policies

PARTNERSHIP ADMINISTRATION

The Managing Partner shall implement activities on behalf of the Partnership in
connection with the following, subject to ERC approval as required under the
Agreement, and by way of example but without limitation, in regard to the
day-to-day administrative and record keeping activities of the Partnership:

1.0   Project Administration
  1.1   Project Accounting
  1.2   Loan Administration
  1.3   Reports to Lenders
  1.4   Reports and Filings with Regulatory and/or Government Agencies
  1.5   Reports to ERC and Partners
  1.6   Contract Management

2.0   Partnership Administration
  2.1   Partnership Accounting
  2.2   ERC and Partner Meeting Minutes and Records
  2.3   Reports to the ERC and/or the Partners
  2.4   Tax Reporting and Compliance Activities
  2.5   Government Reporting and Compliance Activities

3.0   Public Relations

<Page>

  3.1   Legislative Lobbying
  3.2   Press Release Drafting
  3.3   Community Relations and Promotions

STANDARD BILLING PRACTICES

Time charges, out-of-pocket costs, and third party expenditures incurred by the
Managing Partner in carrying out the activities as provided in this Agreement
shall be reimbursed as provided in the Agreement, subject to the Partnership
Budget as approved by the ERC, in accordance with the Standard Billing Practices
which shall be as follows:

(i)   an hourly billing rate shall be charged for the time charges for all
      professional employees of a Partner and its Affiliates, equal to a rate of
      $162.20 per hour (1999) which shall be escalated on January 1 of each
      calendar year at a per annum rate of four percent (4%);

(ii)  an  amount  equal to one  hundred  percent(100%)of all costs and
      expenditures incurred for travel, marketing, and services provided by
      non-internal third parties (i.e. for legal, financial, accounting,
      engineering services, etc.) shall be charged; and

(iii) an amount equal to one hundred fifty percent (150%) of all charges made
      by a Partner's internal independent contractor consultants that occupy its
      office space to provide services to such Partner shall be charged.

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX C

                          REPRESENTATIVES AND ALTERNATE
                           REPRESENTATIVES TO THE ERC

Until the Partnership and each other General Partner is notified in writing of
any change, the General Partners designate the following Persons as
Representatives and Alternate Representatives to the ERC pursuant to Section
7.2(a):

TENASKA GP          Representative-              Howard L. Hawks
                    Alternate Representative-    Ronald N. Quinn
                    Alternate Representative-    Paul G. Smith
                    Alternate Representative     Daniel E. Lonergan
                    Alternate Representative-    Mark T. Mowat

DIAMOND GEORGIA     Representative-              Randall Jenks
                    Alternate Representative-    Naoki Iwabuchi
                    Alternate Representative-    Bohdan Buchynsky
                    Alternate Representative-    Makoto Saito

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX D

                  PARTNERSHIP BUDGET FOR THE DEVELOPMENT PERIOD

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX E

        PERCENTAGES FOR DISTRIBUTIONS OF UNSPENT CONTINGENCY AND UNSPENT
                              EQUITY CONTRIBUTIONS

DIAMOND
GEORGIA         25% of the percentage derived by dividing Diamond's  Project
                Participation Percentage by the sum of Diamond's Project
                Participation Percentage and Tenaska's Project Participation
                Percentage (as Diamond, Tenaska, and Project Participation
                Percentage are defined in the Tenaska Diamond Partnership
                Agreement) ("Diamond's Pro Rata Share"). ILLUSTRATIVE
                CALCULATION: As of the Admission Date, based on the above
                formula, Diamond Georgia's percentage share of Unspent
                Contingency and Unspent Equity Contributions would be 7.5% [25%
                of 30%/100%].

TENASKA GP      100% minus Diamond's Pro Rata Share.
                ILLUSTRATIVE CALCULATION: As of the Admission Date, based on the
                above formula, Tenaska GP's percentage share of Unspent
                Contingency and Unspent Equity Contributions would be 92.5%
                [100% minus 7.5%].

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX F

       SERVICES PERFORMED BY AFFILIATES OF TENASKA GEORGIA PARTNERS, L.P.

1) Operations and Maintenance Agreement between Tenaska Georgia Partners, LP and
Tenaska Operations, Inc. dated 9/10/99

2) 1st Amendment to O&M Agreement dated 10/26/99

3) 2nd Amendment to O&M Agreement dated 11/4/99

4) Ground Lease between Tenaska, Inc. and Tenaska Georgia Partners, LP dated
11/10/99

5) Short Form Ground Lease Agreement between Tenaska, Inc. and Tenaska Georgia
Partners, LP dated 11/10/99

6) Access and Utility Easement Agreement between Tenaska, Inc. and Tenaska
Georgia Partners, LP dated 11/10/99

7) Electric Substation Site Option Agreement and Memorandum between Tenaska,
Inc. and Tenaska Georgia Partners, LP dated 11/10/99

8) Non-Interference and Cross-Indemnity Agreement between Tenaska, Inc. and
Tenaska Georgia Partners, LP dated 11/10/99

9) Perpetual Right of Way and Easement Agreement between Tenaska Georgia
Partners, LP and Tenaska, Inc. dated 11/10/99.

<Page>

                         TENASKA GEORGIA PARTNERS, L.P.

                                   APPENDIX G

                       SPECIAL PRIORITY CASH DISTRIBUTIONS

<Table>
<Caption>
                      FISCAL YEAR     "ANNUAL FEE" CASH
                                      DISTRIBUTION

                      <S>             <C>
                      2001            $ 225,000
                      2002              405,000
                      2003              425,000
                      2004              447,000
                      2005              469,000
                      2006              492,000
                      2007              517,000
                      2008              543,000
                      2009              570,000
                      2010              599,000
</Table>