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LGLA,
<br />INFRGY .WMU.,
<br />" ERCOT Binding Documents" is defined in the ERCOT Nodal Protocols.
<br />"Facility" means the Thomas C. Ferguson Replacement Plant, an approximately 540
<br />MW, combined cycle gas plant located near Horseshoe Bay, Texas, but excluding the
<br />land on which the plant is located.
<br />"Fiscal Year" means a twelve (12) consecutive calendar month period commencing at
<br />12:00 midnight on July 1 and ending at 12:00 midnight on June 30, or such other period
<br />as may be adopted by LCRA.
<br />"Force Majeure" means an unexpected event caused by an act of God or other event
<br />beyond the reasonable control of the Party claiming Force Majeure which that Party is
<br />unable to prevent or overcome. An event of Force Majeure shall not include changes in
<br />market prices for fuel or energy, a change in market conditions or governmental action
<br />that affects the cost of the Facility or the cost of operating the Facility, any event caused
<br />by or resulting from LCRA's failure to operate, maintain, and dispatch the Facility in
<br />accordance with the principles of Good Faith and Fair Dealing and Prudent Utility
<br />Practices, and any event that was caused by the failure to comply with any applicable
<br />law.
<br />"Good Faith and Fair Dealing" means honesty in fact and the observance of reasonable
<br />commercial standards of fair dealing.
<br />"Governmental Approval" means all permits, licenses, approvals or other actions
<br />required for the development, construction, ownership, and operation, including any
<br />required financing, of the Facility from any Governmental Authority.
<br />"Governmental Authority" means any federal, state or local governmental entity,
<br />authority or agency, court, tribunal, regulatory commission or other body, whether
<br />legislative, judicial or executive (or a combination or permutation thereof) and shall
<br />include ERCOT and NERC or similar national or regional transmission authorities but
<br />shall exclude the Parties.
<br />"Interest Rate" means the Prime Rate plus two percent (2 %), as reported in the Monday
<br />rate column of the Wall Street Journal on the last business day of the preceding month, or
<br />the maximum rate lawfully payable, whichever is less. If such information ceases to be
<br />available from publication of the Wall Street Journal, the Prime Rate will be the
<br />consensus prime charged by major money center banks as published by another source
<br />selected from time to time by agreement between the Parties.
<br />"Law" means any statute, law, treaty, rule, code, ordinance, regulation, permit,
<br />interpretation, certificate or order of any Governmental Authority, or any judgment,
<br />decision, decree, injunction, writ, order or like action of any court, arbitrator or other
<br />Governmental Authority.
<br />"Participation Share" means 3.52 %, as calculated in Exhibit A and as may be modified
<br />Participation Agreement between
<br />Lower Colorado River Authority Page 4 of 26
<br />and City of San Marcos
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