R2001-147 AUTHORIZING TERMINATION OF AGREEMENT

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� ` ASSIGNMENT AND TERMINATION AGREEMENT This ASSIGNMENT AND TERMINATION AGREEMENT ("Agreement") is entered into thisLO�of August, 2001 and effective as of August 1, 2001 ("Effective Date"), by and between Dynegy Energy Services, Inc. ("Assignor"), as successor to Illinova Energy Partners, and the City of Decatur, Illinois ("Assignee") (individually each a"Party" and collectively the "Parties"), and is as follows: WHEREAS, Assignor and Assignee are parties to that certain Agreement dated September 21, 1998, attached hereto as "Exhibit A" and by this reference made a part hereof("Maintenance Agreement"), which Assignor and Assignee have agreed to terminate; WHEREAS, Assignor is a party to certain Lighting Agreements, copies of which are set forth in Exhibit B and Assignor and Assignee have agreed to the complete assignment of all its rights, duties and interests in the Lighting Agreements to the Assignee; WHEREAS, Assignor is authorized under the Lighting Agreement to make such assignments to Assignee; WHEREAS, Assignor is the owner of certain light poles and luminaries (the "Equipment") under each of the Lighting Agreements and the Maintenance Agreement, except under the Lighting Agreement between Assignor and Millikin University, dated June 21, 1999; NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: ARTICLE I ASSIGNMENT 1.1 As of the Effective Date, the Assignor hereby assigns and transfers to the Assignee all its right, title, duties, liabilities, and interests to and under the Lighting Agreements and the Maintenance Agreement as well as the ownership interests in any Equipment associated therewith, including the right to collect any payments owed as of the Effective Date and that may accrue in the future. 1.2 The Assignee, on and after the Effective Date, shall observe and perform any covenants and obligations of the Assignor contained in the Lighting Agreements and shall assume ownership of the Equipment and liability for all the obligations and liabilities of the Assignor arising and accruing under the Lighting Agreements from and after the Effective Date.