Definitions.

The following terms, when used herein (and in the attachments hereto) with initial capitalization, shall have the meaning specified in this Section 1. Certain additional terms are defined in the attachments hereto. The singular shall include the plural and the masculine shall include the feminine and neuter, and vice versa. "Includes" or "including" shall mean "including without limitation." References to a section or attachment shall mean a section or attachment of this Agreement, as the case may be, unless the context requires otherwise, and reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made (except as otherwise specifically provided herein). Unless the context otherwise requires, references to Applicable Laws or Applicable Tariffs shall be deemed references to such laws or tariffs as they may be amended, replaced or restated from time to time. References to the time of day shall be deemed references to such time as measured by prevailing Pacific time.

Applicable Commission Orders -

Such rules, regulations, decisions, opinions or orders as the California Public Utilities Commission may lawfully issue or promulgate from time to time, which further affect the rights and obligations of the Parties under this Agreement.

Applicable Law -

The Applicable Commission Orders and any other applicable statute, constitutional provision, rule, regulation, ordinance, order, decision or code of a governmental authority. [This definition will need to be modified on a case-by-case basis to include resolutions, policies, contracts, or other law with which individual POUs may be required to comply.]

Applicable Tariffs -

IOU's tariffs, including all rules, rates, schedules and preliminary statements, governing electric energy service to Customers in IOU's service territory, as filed with and approved by the Commission and, if applicable, the Federal Energy Regulatory Commission.

Assign(s) -

Assign(s) shall have the meaning set forth in Section ___.

Business Days -

Regular Monday through Friday weekdays which are customary working days, excluding bank holidays, as established by Applicable Tariffs.

Business Hours -

The period on a Business Day from 9:00 a.m. until 5:00 p.m.

Claims - Claims shall have the meaning set forth in Section ___.

Commission -

The California Public Utilities Commission.

Competition Transition Charge (CTC) - The Competition Transition Charge refers to the "ongoing" CTC and recovers the cost of power purchase agreements signed prior to December 20, 1995, in excess of a California Public Utilities Commission-approved proxy of the market price of electricity plus employee transition costs, as defined in Section 367(a) of the California Public Utilities Code.

Confidential Information -

Confidential Information shall have the meaning set forth in Section ___.

Consolidated Billing Service -

Billing service through the use of Consolidated Bills as described in Attachment A to this Agreement.

Consolidated Bill -

A consolidated bill calculated, prepared, and presented by POU to a Customer which includes both the POU's charges and IOU's Non-Bypassable Charges, as defined in Section __ below.

Customer -

A retail end-use customer that takes electric service from POU but owes NBCs to IOU. [May need to distinguish between/define Transferred Load vs. New Load.]

Delinquent Payment -

Delinquent Payment shall mean the payment of any amount due under this Agreement after the time when payment is required to be made hereunder, as further described and/or limited hereunder.

Department of Water Resources (DWR) - DWR is the California state agency authorized by the Legislature in Senate Bill 7 and Assembly Bill 1 from the First Extraordinary Session of 2001-2002 to purchase power on behalf of electric consumers in the service territories of Pacific Gas and Electric Company, Southern California Edison Company, and San Diego Gas & Electric Company.

DWR Bond Charge - The DWR Bond Charge recovers DWR's bond financing costs.

DWR Power Charge - The DWR Power Charge recovers the uneconomic portion of DWR's prospective power purchase costs.

Effective Date -

The date this Agreement is effective in accordance with Section ___, as such date is set forth on the cover page hereof.

Energy Cost Recovery Amount (ECRA) Charge - The ECRA Charge recovers the costs associated with the Energy Cost Recovery Amount adopted by the Commission in Decision 04-11-015. The ECRA Charge superseded the Regulatory Asset Charge on March 1, 2005.

Late Payment Rate - The Prime Rate plus 3%.

Nonbypassable Charges (NBCs) - NBCs includes the CTC, DWR Bond Charge, DWR Power Charge, ND Charge, PPP Charge, TTA Charge, and, depending on the billing period in question, either the RA Charge or ECRA Charge.

Nuclear Decommissioning (ND) Charge - The ND Charge collects the funds required to restore the site where PG&E's nuclear power plants are removed from service.

Prime Rate - The rate which Morgan Guaranty Trust Company of New York, or its successor, announces from time to time in New York, New York, as its prime lending rate, the Prime Rate to change when and as such prime lending rate changes. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.

Public Purpose Program (PPP) Charge - The PPP Charge collects the costs of state-mandated low-income, energy efficiency, and renewable generation programs.

Regulatory Asset (RA) Charge - The RA Charge recovers the costs associated with the Regulatory Asset adopted by the Commission in Decision 03-12-035. On March 1, 2005, the Regulatory Asset Charge was superseded and replaced by the ECRA Charge.

Set-Up Fee -

Set-Up Fee shall have the meaning set forth in Section ___.

Term - The term of this Agreement as set forth in Section ___.

Trust Transfer Amount (TTA) Charge - The TTA Charge funds the cost of bonds used to pay for a 10 percent rate reduction for residential and small commercial customers.