EXHIBIT B
DEFINITIONS
In addition to terms defined elsewhere in this Agreement, the terms listed below are defined as follows:
Affiliatemeans, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For purposes of the foregoing definition, control means the direct or indirect ownership of more than fifty percent (50%) of the outstanding capital stock or other equity interests having ordinary voting power or ability to direct the affairs of the affiliate.
Ancillary Services means Reactive Supply and Voltage Control from Generation Resources, Regulation and Frequency Response Service, Operating Reserve – Spinning Reserve Service, and Operating Reserve – Supplemental Service and such additional Ancillary Services as defined in the Open Access Transmission Tariff of the Transmission Provider and to the extent available from the Leased Mansfield Facilities.
Business Day means any day on which Federal Reserve member banks in New York City are open for business.
Capacity means the resource that produces electric Energy, measured in megawatts.
Confidential Informationmeans any confidential, proprietary, trade secret, critical energy infrastructure information, or commercially sensitive information relating to the present or planned business of a Party that is supplied under this Agreement, and is identified as confidential by the Party supplying the information.
Delivery Point means where Capacity, Energy, and Ancillary Services are supplied by the Sellers at the point of interconnection between the Leased Mansfield Facilities and the transmission facilities of Transmission Owner.
Electric Reliability Organization has the meaning given in Section 215(a)(2) of the Federal Power Act.
Emission Allowances means all present and future authorizations to emit specified units of pollutants or hazardous substances, which units are established by the Government Authority with jurisdiction over the Leased Mansfield Facilities under (i) an air pollution and emissions reduction program designed to mitigate global warming, interstate or intra-state transport of air pollutants; (ii) a program designed to mitigate impairment of surface waters, watersheds, or groundwater; or (iii) any pollution reduction program with a similar purpose. Emission Allowances include allowances, as described above, regardless as to whether the Governmental Authority establishing such Emission Allowances designates such allowances by a name other than “allowances.”
Energy means electric energy delivered under this Agreement at three-phase, 60-hertz alternating current measured in megawatt hours.
FERC means The Federal Energy Regulatory Commission or its regulatory successor.
Force Majeure has the meaning given in Section VII.A.
Good Utility Practice means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Good Utility Practice includes compliance with the standards adopted by NERC, its applicable regional councils, an Electric Reliability Organization or Regional Entity as approved by the FERC. Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods or acts, generally accepted in the region and consistently adhered to by utilities in the region.
Government Authoritymeans any federal, state, local, municipal or other governmental entity, authority or agency, department, board, court, tribunal, regulatory commission, or other body, whether legislative, judicial or executive, together or individually, exercising or entitled to exercise any administrative, executive, judicial, policy, regulatory or taxing authority or power over Buyer or Seller.
Interest Rate means the lesser of Prime Rate plus two percent and the maximum rate permitted by applicable law.
Leased Mansfield Facilitiesmeans The Cleveland Electric Illuminating Company and The Toledo Edison Company’s respective leasehold interests in Bruce Mansfield Generating Station, Units 1, 2, and 3 as identified in Exhibit C.
NERC means The North American Electric Reliability Council or any superseding organization with responsibility for establishing reliability standards for the interstate grid.
Powermeans Capacity and/orEnergy.
Prime Rate means for any date, the per annum rate of interest announced from time to time by Citibank, NA as its prime rate for commercial loans, effective for such date as established from time to time by such bank.
Regional Entity has the meaning given in Section 215(a)(7) of the Federal Power Act.
Regional Transmission Organization has the meaning given in Section 3(27) of the Federal Power Act.
Renewable Energy Attributes means any credits, offsets, benefits, or tradable instrument created by law and related to generation of Power from the Leased Mansfield Facilities.
Sale/Leaseback Arrangements mean the Facility Leases identified in Exhibit D to this Agreement.
Taxes means allad valorem, property, occupation, utility, gross receipts, sales, use, excise and other taxes, governmental charges, licenses, permits and assessments, other than taxes based on net income or net worth.
Transmission Owner means the entity that owns facilities used for the transmission of Power from the Leased Mansfield Facilities.
Transmission Provider means the utility or utilities, including Regional Transmission Organizations, transmitting Power on behalf of Buyer from the Delivery Point(s) under this Agreement.
Transmission Provider OATT means the Open Access Transmission Tariff, Open Access Transmission and Energy Markets Tariff, or any other tariff of general applicability on file at the FERC under which the Transmission Provider offers transmission service.
EXHIBIT C
Leased Mansfield Facilities
NDC in MW
Unit | | Cleveland Electric | | Toledo Edison | | Leasehold MW |
| | | | | | |
BM1 | | 6.50% | | — | | 51 |
| | | | | | |
BM2 | | 28.60% | | 17.30% | | 358 |
| | | | | | |
BM3 | | 24.47% | | 19.91% | | 355 |
Total | | | | | | 764 |
EXHIBIT D
Bruce Mansfield Facility Leases
The separate Facility Leases, each dated as of September 30, 1987, as heretofore amended, modified and supplemented, among The Cleveland Electric Illuminating Company and The Toledo Edison Company, as Lessees, and [Wachovia], as Lessor in its capacity as successor Owner Trustee under separate trusts for the benefit of each of the following Owner Participants, relating to the lease by the Lessees of certain undivided interests in the Bruce Mansfield Plant Units 1, 2 and 3 located in Shippingport, Pennsylvania:
Key Leasing (as successor to Midwest Power Company) (Trust A)
Ford Motor Credit Company (Trust B)
Bank of America (as successor to Maryland National Leasing Corporation) (Trust C)
Key Leasing (as successor to CT Leasing Company) (Trust D)
Chrysler Capital Corporation (Trust E)
Barclays American (as successor to Irving Leasing Corporation) (Trust F)
Bank of New York (as successor to Irving Leasing Corporation) (Trust G)
CitiCorp Lescaman, Inc. (Trust H)
CitiCorp Lescaman, Inc. (Trust I)
ComCast Corp. (as successor to U S West Financial Services, Inc.) (Trust J)
ComCast Corp. (as successor to U S West Financial Services, Inc.) (Trust K)
ComCast Corp. (as successor to U S West Financial Services, Inc.) (Trust L)
