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e e .~ -t-ptC Energy Purchasing CDrporatiDn SASE CONTRACT FOR SUPPLY OF ELECTRICITY This Base Contract for the Supply of Electricity rSase Contract"), and (I) .any other attachments, exhibits or appendices to this Sase Contract (including Exhibit "A"), together with (ii) any Transaction Confirmation for Supply of Electricity ("Transaction Confirmation") (Including, as appropriate, one or more Price Sheets) as may be hereafter agreed to (collectively the "Agreement"), Is entered into by and between TXU ENERGY RETAIL COMPANY Lp, a Texas limited partnership rSener") and CITY OF LA PORTE, a Texas political subdivision. rSuyer"), and shall ~nstitute the agreement for the supply of electricity to each Point of Delivery designated by an Electric . Service Identifier (hereinafter individually an "ESIID" or collectiVely the "ESIIDs") of Buyer set forth in Exhibit "A" attached heretc)~ A "Price Sheet(s)" is a document(s) containing a description of the method for determining charges payable by Buyer to Seller for electricitY . supplied pursuant. to this Agreement for specified ESI IDs. A condition precedent for the effectiveness of this Agreement shall be the exeCution of a separate Transaction Confirmation and the appropriate Price Sheet(s), and ~greement by the Parties on the terms contained in Exhibit "A" to this Base Contract. Seller and Buyer may hereinafter be referreclto Individually as a "Party" and collectively as the "Parties". . The applicable Tariff(s) 'for Retail Delivery Service (the "Tariff') of the appropriate transmission and distribution utility (the "TDSP") serving, Buyer's Premises is incorporated herein to the same extent as IUul1y set forth, and the Parties acknowledge that as a matter of law they are bound by the terms and conditions of the Tariff. All capitalized terms not defined herein shall have the meaning as set forth In .the Tariff: The pro-forma Tariff, as adopted by the Public Utility Commission of Texas (the "PUCr), may currently be found at the PUCTs website at www.Duc.state.tx.us.as.Appendix IV of the Substantive Rules Applicable to Electric Service Providers. I. SUBJECT MAneR AND QUANTITY. Seller shall sell and cause delivery of, to the Seller Point of Delivery, and Buyer shall purchase and receive, at the TDSP Point of Delivery for each ESI ID, and for use only at the associated Premise(s), all of Buyer's non-residential . electricity requirements for the Premise(s). A "Premise" is a tract of land or real estate or related commonly used tracts, including buildings and other appurtenances thereon, which is listed on Exhibit "A." A Premise may have one or more TDSP Points of Delivery. "Seller' Point of Delivery" herein shall mean the point where Seller's supplier's conductors are connected' to the TDSP's. conductors. "TDSP" herein shall mean a transmission and/or distribution provider under the Jurisdiction .of the Public Utility Commission of Texas (UpUCT") that owns and maintains a transmission or distribution system for the delivery of energy; Including a Municipally owned utility or Rural Electric Cooperative. "TDSP Point of Delivery" herein shall mean the point where TDSP's conductors are connected to Buyer's conductors at or near Buyer's Premises. . II. PERFORMANCE ASSURANCE AND CREDIT REQUIREMENTS. [This ArtIcle has been deleted intentionally.] III. TERM. . The "Agreement Term" shall be the time period, as referred to in the Transaction Confirmation, during which the prices contained in the Price Sheet(s) are and shall remain In force. IV. CALCULATION AND PAYMENT OF CHARGES. 4.1 For each Transaction Confirmation then in effect, Seller will Invoice Buyer for electricity delivered to the Premise(s) during each monthly billing cycle of the Agreement Term, and for any other amounts due from Buyer to Seller hereunder in accordance with the' applicable Price Sheet; provided, however, in the event Buyer's aggregated consumption under any Transaction Confirmation in any calendar month exceeds the aggregated calendar-month quantities listed In the applicable Exhibit "A-1" by more than the percentage specified in such Transaction Confirmation, Seller shall have the option to price such excess quantities at 105.0% of the then current Retail Market Price. Provided such Is not. the result of a force majeure event or Seller's default hereunder, .If Buyer's aggregated consumption under any Transaction Confirmation in a month is less than the aggregated calendar-month quantities listed in the applicable Exhibit "A-1" by more than the percentage specified in such Transaction Confirmation, then, in 'addltlon to paying In accordanCe with the applicable Price .Sheet for those quantities actually taken, Buyer agrees to pay Seller the positive amount, If any, calculated as follows: [(100% minus the percentage speCified In such Transaction Confirmation) multiplied by (the aggregated quantities on the applicable Exhibit "A-1"j for the applicable month minus the aggregated quantities consumed by Buyer under such Transaction Confirmation during the month), the .Shortfall Quantity"] multiplied by [(the contracted price from the applicable Price Sheet) minus (95% of the then current Retail Market Price for the Shortfall Quantity)]. "Retail Market Price" for purposes of this Section 4.1 only shall be: the weighted average of the ERCOT market clearing price for energy for all congestion zones In the applicable month; plus (a) all charges ~ssociated with (I) Ancillary Service~, (Ii) Line Losses; (ill) Unaccounted. for Energy, aJid(lv) ERCOT administration fees; and (b) any new charges established by the Independent System Operator that load serving Qualified Scheduling Entities are required to pay. For pu.rposes of this paragraph 4.1, Seller reserves th'e right to allocate measured .consumptlon to the calendar month for' any ESllDs not installed with an interval demand recorder ("IDR"). City of LaPorte.nb~dlj.c.102803.doc CONFIDENTlAL