AND DELIVERED IN CONNECTION WITH
OR OTHERWISE RELATING TO THE FOREGOING AGREEMENTS, INCLUDING ANY MORTGAGES,
DEEDS OF TRUST, SECURITY AGREEMENTS, FINANCING STATEMENTS, PLEDGE AGREEMENTS AND
OTHER DOCUMENTS CREATING OR EVIDENCING ENCUMBRANCES SECURING THE INDEBTEDNESS OR
OTHER OBLIGATIONS UNDER THE FOREGOING.
(21)
"EXTRAORDINARY CAPITAL EXPENDITURES" MEANS THE AGGREGATE AMOUNT OF
ALL FUNDS ACTUALLY EXPENDED OR LIABILITIES ACTUALLY INCURRED (OTHER THAN SUCH AS
CONSTITUTE ASSUMED LIABILITIES) BY THE SELLER PARTIES ON CAPITAL EXPENDITURES
ASSOCIATED WITH THE WHEATLAND FACILITY OR THE SITE DURING THE PERIOD BEGINNING
ON THE DATE HEREOF AND ENDING ON THE CLOSING DATE, BUT ONLY TO THE EXTENT SUCH
FUNDS WERE EXPENDED, IN WHOLE OR IN PART, AS REQUIRED BY ANY CHANGE IN
3
LAW OR AS REQUIRED BY ANY GOVERNMENTAL ENTITY OR QUASI REGULATORY AGENCY,
INCLUDING, WITHOUT LIMITATION, ANY INDEPENDENT SYSTEM OPERATOR.
(22)
"FERC" MEANS THE FEDERAL ENERGY REGULATORY COMMISSION.
(23)
"FEDERAL POWER ACT" MEANS THE FEDERAL POWER ACT, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(24)
"FINAL ORDER" SHALL MEAN ACTION BY THE RELEVANT GOVERNMENTAL ENTITY
WHICH HAS NOT BEEN REVERSED, STAYED, ENJOINED, SET ASIDE, ANNULLED OR SUSPENDED
(WITHOUT REGARD TO ANY WAITING PERIOD PRESCRIBED BY LAW OTHER THAN WAITING
PERIODS UNDER THE HSR ACT).
(25)
"FIRPTA AFFIDAVIT" MEANS THE FOREIGN INVESTMENT IN REAL PROPERTY
TAX ACT CERTIFICATION AND AFFIDAVIT, IN SUBSTANTIALLY THE FORM ATTACHED HERETO
AS EXHIBIT D.
(26)
"GOOD UTILITY PRACTICE" MEANS ANY OF THE PRACTICES, METHODS AND
ACTS ENGAGED IN AND APPROVED BY A SIGNIFICANT PORTION OF THE INDEPENDENT
ELECTRIC POWER GENERATION INDUSTRY DURING THE RELEVANT TIME PERIOD THAT, IN THE
EXERCISE OF REASONABLE JUDGMENT IN LIGHT OF THE APPLICABLE MANUFACTURER'S
RECOMMENDATIONS AND 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 IS INTENDED TO CONSIST OF PRACTICES, METHODS OR ACTS
GENERALLY ACCEPTED IN THE REGION WHERE THE WHEATLAND FACILITY IS LOCATED, AND IS
NOT INTENDED TO BE LIMITED TO OPTIMUM PRACTICES, METHODS OR ACTS TO THE
EXCLUSION OF ALL OTHERS.
(27)
"GOVERNMENTAL ENTITY" MEANS ANY FEDERAL, STATE OR LOCAL COURT,
GOVERNMENTAL OR REGULATORY AUTHORITY, AGENCY, COMMISSION, BODY OR OTHER
GOVERNMENTAL ENTITY.
(28)
"HAZARDOUS SUBSTANCES" MEANS ANY CHEMICALS, MATERIALS OR SUBSTANCES
DEFINED AS OR INCLUDED IN THE DEFINITION OF "HAZARDOUS SUBSTANCES," "HAZARDOUS
WASTES," "HAZARDOUS MATERIALS," "RESTRICTED HAZARDOUS MATERIALS," "EXTREMELY
HAZARDOUS SUBSTANCES," "TOXIC SUBSTANCES," "CONTAMINANTS" OR "POLLUTANTS" OR
WORDS OF SIMILAR MEANING OR SUBSTANCE FOUND IN ANY ENVIRONMENTAL LAW, OR ANY
PETROLEUM AND ALL DERIVATIVES THEREOF OR SYNTHETIC SUBSTITUTES THEREFOR, AND ANY
ASBESTOS OR ASBESTOS-CONTAINING MATERIAL.
(29)
"HOLDING COMPANY ACT" MEANS THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(30)
"HSR ACT" MEANS THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF
1976, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(31)
"IMPROVEMENTS" MEANS ALL BUILDINGS, STRUCTURES (INCLUDING ALL
STEP-UP TRANSFORMERS, TRANSMISSION FACILITIES AND LINES AND GAS HANDLING AND
STORAGE FACILITIES), IMPROVEMENTS, MACHINERY, EQUIPMENT, FIXTURES AND
CONSTRUCTION IN PROGRESS, INCLUDING