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EXHIBIT 10.95
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1991 TRANSMISSION AGREEMENT
ARTICLE I
Basic Understanding
This
Agreement governs transmission service provided by Vermont
TranscoLLC ("VTransco") to electric utilities furnishing service
within the state of Vermont and to the Vermont Department of Public
Service. The party taking service under this Agreement is referred
to herein as Purchaser.
The
Agreement covers both power procured by the Purchaser on its own
behalf and power purchased by Vermont Electric Power Company, Inc.
("VELCO") for the Purchaser pursuant to the Power Purchase
Agreement, dated as of June 1, 1981, and designated as FERC Rate
Schedule No. 234. The Agreement is between VTransco and the
Purchaser individually, and not the Purchasers jointly.
WHEREFORE,
VTransco and the Purchaser agree, subject to any primary obligation
VELCO may have under the Power Transmission Contract with the State
of Vermont, dated June 13, 1957, as amended, that VTransco will
provide and the Purchaser will purchase transmission service on the
terms and conditions set forth below and in any Supplement
hereto.
ARTICLE II
Effective Date and Term
This
agreement shall become effective between VTransco and the Purchaser
as of 12:01 a.m., November 1, 1991, or as of such other date and
time ordered by the Federal Energy Regulatory
Commission.
ARTICLE III
Availability, Force Majeure and Liability
VTransco
does not guarantee to transmit a constant supply of power and
energy under this Agreement. VTransco will transmit for the
Purchaser only such power and energy as are made available to
VTransco under VELCO's or the Purchaser's contracts with the
sources of the same, and VTransco makes no commitment to make
available to the Purchaser any power or energy that is not
available to it from those sources. If a source curtails the power
and energy made available to VTransco under its contract with
VELCO, the power and energy made available to the Purchaser from
that source shall be reduced proportionately.
VTransco
shall not be responsible in tort, contract or otherwise to the
Purchaser for damages of any description whatsoever that may result
from any interruption or failure of service or deficiency in the
quality of service unless the interruption or failure or deficiency
is the result of willful default by VTransco. Except in the case of
such willful default, it is the intent of this Article III that the
Purchaser shall assume the risks of interruption, failure or
deficiency in quality or quantity of service caused by the hazards
of the business to the same extent as if the Purchaser were itself
operating transmission facilities for the purpose of supplying
itself with electricity, and the Purchaser shall not be excused
from making payment to VTransco of any charge referred to in
Article IV by reason of the fact that VTransco is excused by the
provisions of this Article III from transmitting
electricity.
ARTICLE IV
Payment
Commencing
on the effective date of this Agreement the Purchaser shall pay to
VTransco for each month a transmission capacity charge determined
by the following formula:
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T =
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TC x
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SFP +
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PDP x
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TCA
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GP
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TD
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Where
T = Total
Monthly Charge to Purchaser
Definitions
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Purchaser
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Purchaser of transmission
services from VTransco under this Agreement. A Purchaser is an
electric utility furnishing service within the state of Vermont or
the Vermont Department of Public Service. For purposes of applying
this tariff, the term "Purchaser's" or "of Purchaser" shall include
such items as facilities, demand, sales, capability responsibility,
load, peak, generating capacity and generating units of itself and
of any other such utility for which the Purchaser is contracting to
provide transmission over the VTransco system.
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SF
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Specific Facilities, which are
those high-voltage transmission lines, substations and other
appurtenances constituting a direct physical interconnection to the
VTransco system and not constituting part of VTransco' looped
transmission facilities, that are requested, used, and installed to
benefit a requesting Purchaser of transmission service. A list of
Specific Facilities and their allocation shall initially be as
shown on Exhibit A, attached hereto, which Exhibit A shall be
created and currently updated to reflect any changes in allocations
as may be agreed to by the affected Purchasers of transmission
service. (Any such change to Exhibit A shall be filed with the
Federal Energy Regulatory Commission (Commission) pursuant to
Section 35.13 of the Commission's Regulations.) Any new Specific
Facility shall be allocated entirely to the requesting Purchaser of
transmission service until the Purchaser provides VTransco with a
written agreement under which additional Purchasers of transmission
service agree to support a different allocation or until the
Specific Facility shall have been in service for ten full years, at
which time it shall become a part of Common Facilities.
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CF
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Common Facilities, which are
those VTransco facilities that comprise the state-wide,
high-voltage transmission grid, interconnecting and serving the
load centers of the State, and which are used in common by all
Purchasers of transmission service on a state-wide basis, and any
facilities that would otherwise be defined as Specific Facilities,
but that were in service on 7/1/90 or that became Common Facilities
after 10 years of service.
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GP
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Total Gross Plant, which is equal
to the original cost of all Common and Specific Facilities in
service at the end of the second previous month.
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SFP
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Original cost of Specific
Facilities assigned to the Purchaser at the end of the second
previous month.
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PDP
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The Purchaser's Peak Billing
Demand for transmission services of VTransco, expressed in
kilowatts.
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FSDP
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Purchaser's Foreign Sales Billing
Demand = The greater of:
(1) zero,
or
(2) Purchaser's
kilowatt sales of capacity to out-of-state purchasers that is
delivered through the VTransco system in contracts of one month or
greater duration during the second previous month; plus the sum of
Purchaser's maximum daily kilowatt sales to out-of-state purchasers
that are delivered through the VTransco system in contracts of less
than one month duration during the second previous month, divided
by 60; plus Purchaser's maximum one-hour peak load, in kilowatts,
during the second previous month, less any portion of that peak
delivered under other transmission tariffs; minus PP.
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TD
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Total Billing Demand in kilowatts
of all VTransco firm service Customers, equal to the sum of all
Purchaser's PDP.
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CY
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Current Year.
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PDP(CY)
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Current Year Peak Billing Demand
in kilowatts of the Purchaser.
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PP
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Purchaser's Peak Load, which is
the maximum one-hour peak, in kilowatts, of the Purchaser incurred
in the twelve months period ending one month prior to the beginning
of month for which billing is being rendered, less any portion of
the Purchaser's peak that is delivered under other transmission
tariffs and that does not utilize the VTransco system for either
primary or backup service.
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CPP
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The Purchaser's measure share,
expressed in kilowatts, of the VTransco maximum Coincident Peak
load experienced in the twelve months period ending one month prior
to the beginning of the month for which billing is being rendered,
less any portion of the Purchaser's share that is delivered under
other transmission tariffs and that does not utilize the VTransco
system for either primary or backup service.
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IGAP
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Purchaser's Internal Generation
Adjustment, expressed in kilowatts, to be calculated each month for
the second previous month for the Purchaser, which shall equal 50%
of the Purchaser's entitlement to NEPOOL accredited generation
capacity installed on or directly connected to the system of any
Purchaser on July 1, 1990, plus Purchaser's entitlement to NEPOOL
accredited generation capacity installed after 7/1/90 which is
connected, with associated load, to the system of any Purchaser, to
the extent that such capacity, in addition to previously installed
capacity, does not exceed the historical peak load of such
associated local load. If the Purchaser sells for a full month to
an out-of-state purchaser an entitlement to internal generation for
which an Internal Generation Adjustment would otherwise be granted,
the Adjustment shall be retained by the seller.
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The
Purchaser's Peak Billing Demand will be determined by the following
formula:
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PDP(CY)
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The larger of the
following:
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(1)
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PP + CPP
4
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+
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FSDP, or
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(2)
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PP + CPP
2
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-
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IGAP +
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FSDP
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TC
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Total costs of VTransco for such
month which shall mean the sums of the following for such month:
1
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(1)
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All operating expenses, including
the cost of purchased power, and including all expenses recorded in
the following FERC accounts, if any:
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401
402
403
404
405
406
407
411.7
421.2
425
426.1
426.2
426.3
426.4
426.5
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Operating Expenses
Maintenance Expense
Depreciation Expense
Amortization of Limited Term Electric Plant
Amortization of Other Electric Plant
Amortization of Electric Plant Acquisition Adjustments
Amortization of Property Losses, Unrecovered Plant and Regulatory
Study
Losses from Disposition of Utility Plant
Loss on Disposition of Property
Miscellaneous Amortization
Donations
Life Insurance
Penalties
Expenditures for Certain Civic, Political and Related
Activities
Other Deductions
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(2)
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All fixed charges, including
interest and amortization of debt discount and expense and premium
on debt, plus
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(3)
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An amount equal to all taxes
including taxes on or measured by income, including all expenses
recorded in the following FERC accounts, if any:
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408.1
408.2
409.1
409.2
410.1
410.2
411.1
411.2
411.4
411.5
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Taxes other than Income Taxes,
Utility Operating Income
Taxes other than Income Taxes, Other Income and Deductions
Income Taxes, Utility Operating Income
Income Taxes, Other Income and Deductions
Provisions for Deferred Income Taxes, Utility Operating Income
Provision for Deferred Income Taxes, Other Income and
Deductions
Provision for Deferred Income Taxes - Credit, Utility Operating
Income
Provision for Deferred Income Taxes - Credit, Other Income and
Deductions
Investment Tax Credit Adjustments, Utility Operating Income
Investment Tax Credit Adjustments, Non-utility
Operations
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(4)
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An amount for such month which,
after provision shall have been made for all of the other costs
including all taxes on or measured by income shall equal, on an
annual basis, 11.5% of the par value of VTransco' outstanding Class
A membership units, and 13.3% of the par value of VTransco'
outstanding Class B membership units, as shown by VTransco' books
as of the beginning of such month,
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(5)
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Less deductions for income
received by VTransco during such month other than for income
received for transmission of power pursuant to this Tariff,
including all income recorded in the following FERC accounts, if
any:
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400
411.6
414
419
419.1
421
421.1
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Operating Revenues
Gains from Disposition of Utility Plant
Other Utility Operating Income
Interest and Dividend Income
Allowance for Other Funds Used During Construction
Miscellaneous Non-operating Income
Gain on Disposition of Property
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TCA
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Total Costs Adjusted, which is
equal to TC less any revenue received under this tariff for
Specific Facilities.
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VTransco
will bill the Purchaser hereunder as soon as practicable after the
end of each month for all amounts payable by the Purchaser with
respect to the particular month. Such bills shall be due and
payable when rendered, shall include such detail as the Purchaser
may reasonably request, and may be rendered on an estimated basis
subject to corrective adjustments after rendition. Upon request by
the Purchaser, VTransco shall provide estimates of such corrective
adjustments.
Any
amount due and remaining unpaid ten days following the date of
issuance of bills shall bear interest at an annual rate, compounded
monthly, equivalent to one hundred twenty percent of the current
prime rate then in effect at The First National Bank of Boston,
from the due date to the date payment is received by
VTransco.
ARTICLE V
Transmission Service Provided
VTransco
shall transmit the electricity for the Purchaser from the points at
which the power and energy enters VTransco' facilities to such
points on its system as the power and energy leave VTransco'
facilities to enter the facilities of the Purchaser or an assignee
of the Purchaser or a utility performing further transmission
service on behalf of the Purchaser or its assignee. VTransco shall
not be responsible for arrangements for transmission service other
than on its own transmission facilities.
ARTICLE VI
Losses and Metering
VTransco
shall deduct, from the power and energy to be transmitted, losses
incurred in transmission, determined in accordance with sound
engineering methods, and including a proportionate amount of all
allowances for losses on the systems of others pursuant to
arrangements by VTransco for their use in the delivery hereunder of
aforesaid blocks of power and energy.
If
at any time any metering equipment is found to be inaccurate by
more than two percent up or down, VTransco shall cause it to be
made accurate and the meter readings for the period of inaccuracy
shall be adjusted to correct such inaccuracy so far as the same can
be reasonably ascertained, but no adjustment prior to the beginning
of the next preceding month shall be made except by agreement of
the parties or after determination by arbitration as provided in
Article X hereof.
In
addition to the regular routine tests, VTransco shall cause such
equipment to be tested at any time upon request of and in the
presence of a representative of the Purchaser. If such equipment
proves accurate within two percent up or down, the expense of the
test shall be borne by the Purchaser.
Any
dispute arising under this Article VI that cannot be resolved by
mutual agreement may be referred to arbitration as provided in
Article X hereof.
ARTICLE VII
Filing Fees
The
Purchaser shall be required to reimburse VTransco its pro rata
share of any fee charged to VTransco by any state or federal body
having jurisdiction for any filing made by VTransco with such body
in connection with service to the Purchaser.
ARTICLE VIII
Regulation
This
Agreement is made subject to present or future state or federal
laws and to present or future regulations or orders properly issued
by state or federal bodies having jurisdiction.
ARTICLE IX
Assignment
The
rights and obligations of the Purchaser hereunder may not be
assigned without VTransco' consent, except as provided in any
Supplement hereto, and except in connection with the merger,
acquisition or sale of substantially all of the assets of the
Purchaser, or, in the case of the Vermont Department of Public
Service, a transfer of its functions to another agency or
entity.
ARTICLE X
Arbitration
In
case any dispute shall arise as to the interpretation or
performance of the Agreement which cannot be settled by mutual
agreement, such dispute shall be submitted to arbitration. The
parties to the arbitration shall if possible agree upon a single
arbitrator. In case of failure to agree upon an arbitrator within
fifteen days after the delivery by either party to the other of a
written notice requesting arbitration, either party may request the
American Arbitration Association to appoint the arbitrator. The
arbitrator, after an opportunity for each of the parties to be
heard, shall consider and decide the dispute and notify the parties
in writing of the decision. Such decision shall be separately set
forth in the arbitrator's findings of fact and law. The arbitrator
shall not have the power to amend or add to this Agreement. Such
decision shall be final and binding upon all parties except that
any party to the proceeding may petition a court of competent
jurisdiction for review of errors of law. The expense of the
arbitration shall be borne by the parties as determined by the
arbitrator.
ARTICLE XI
Interpretation
The
interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of
Vermont.
ARTICLE XII
Prior Agreements and Rate Schedules Superseded
This
Agreement and its Supplements represent the entire agreement as
between VTransco and Purchaser relating to the subject matter
hereof. Upon this Agreement becoming effective as provided in
Article II hereof, the Vermont Electric Power Company, Inc.
Transmission Agreement, designated as FERC Rate Schedule No. 235,
the Agreement Re: Charges For Transmission of Firm Power, As
Amended, designated as FERC Rate Schedule No. 239, and the Vermont
Electric Power Company, Inc. Rate Schedule For Transmission
Service, designated as FERC Rate Schedule No. 240, shall terminate
except as to the obligation to pay for, or other obligations
arising from, service rendered prior to termination.
[THIS PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Denis
Poirier 4/11/06
Title:
Village Supervisor - Barton
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Robert H.
Young
Title:
President and CEO
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Raymond
Larose 4/11/06
Title:
Chair
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Donald J
Rendall
Title:
VP, General Counsel and Corporate Secretary
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Eric
Werner 4/10/06
Title:
GM Hardwick Electric Dept.
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ David
DiDomenico
Title:
Co-Chair Village of Hyde Park
/s/ Daniel
Regan
Co-Chair, BOT
VOHP
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this 27
th day of
March , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Joseph
Winter 3/27/06
Title:
President Village of Jacksonville
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER: Village of Ludlow Electric Light
Department
By: /s/ John J. Collins,
Jr.
Title:
Treasurer/Controller
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Craig T.
Myotte 4/4/06
Title:
Interim Manager
MW&L
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this 29
th day of
March , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER: Village of Northfield
By: /s/ Nanci
Allard 3/29/06
Title:
Mgr.
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this _____ day of _____________,
2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ John Morley
III
Title:
Village Manager
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
23 day of
March , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ George H.
Lague 3/23/06
Title:
Swanton Village Manager
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
30th day of
March , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ David C.
Hallquist 3/30/06
Title:
CEO, VT Electric Coop.
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
29th day of
April , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Avram
Patt 4/27/06
Title:
General Manager
Washington
Electric Coop.
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
day of
, 2006.
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VERMONT TRANSCO LLC
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By:
/s/ John J.
Donleavy
Title:
President & CEO of VELCO,
The
Manager of Vermont Transco LLC
PURCHASER:
By:
Title:
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
20th day of
April , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Lane
Shaw
Title:
General Manager
By: /s/ Barbara A.
Cosgrove
Title:
Assistant Secretary
VT
Marble Co./OMYA
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
8 day of
May , 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER: Rochester Electric Light & Power Co.
By: /s/ Thomas
Pierce 5/8/06
Title:
President
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
day of
, 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Annette
Caruio
Title:
Authorized Agent
Village
of Readsboro Electric Light Department
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
day of
, 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Kenneth C.
Mason
Title:
Manager, LED (Lyndonville Electric Department)
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
day of
, 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ George
Pearlman
Title:
Vice Chair
Village
of Johnson Electric Light Department
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IN
WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused
this Agreement to be executed by their respective officers
thereunto duly authorized, as of this
day of
, 2006.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Barbara L.
Grimes
Title:
General Manager
Burlington
Electric
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ACKNOWLEDGEMENT OF ARBITRATION
Each
party understands that this Agreement contains an agreement to
arbitrate. After signing this document, each party understands that
it will not be able to bring a lawsuit concerning any dispute that
may arise and that is covered by the arbitration agreement, unless
it involves a question of constitutional or civil rights. Instead,
each agrees to submit any such dispute to an impartial
arbitrator.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Denis
Poirier 4/11/06
Title:
Village Supervisor - Barton
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ACKNOWLEDGEMENT OF ARBITRATION
Each
party understands that this Agreement contains an agreement to
arbitrate. After signing this document, each party understands that
it will not be able to bring a lawsuit concerning any dispute that
may arise and that is covered by the arbitration agreement, unless
it involves a question of constitutional or civil rights. Instead,
each agrees to submit any such dispute to an impartial
arbitrator.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Robert H.
Young
Title:
President and CEO
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ACKNOWLEDGEMENT OF ARBITRATION
Each
party understands that this Agreement contains an agreement to
arbitrate. After signing this document, each party understands that
it will not be able to bring a lawsuit concerning any dispute that
may arise and that is covered by the arbitration agreement, unless
it involves a question of constitutional or civil rights. Instead,
each agrees to submit any such dispute to an impartial
arbitrator.
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VERMONT TRANSCO LLC
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By:
Title:
PURCHASER:
By: /s/ Raymond
Larose 4/11/06
Title:
Chair
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ACKNOWLEDGEMENT OF ARBITRATION
&nb
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