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AMENDED AND RESTATED
THREE-PARTY TRANSMISSION AGREEMENT
AGREEMENT
dated as of November 9, 2006; among Vermont Electric Power Company,
Inc., a Vermont corporation ("Velco"), Central Vermont Public
Service Corporation, a Vermont corporation, ("CVP"), Green Mountain
Power Corporation, a Vermont corporation ("GMP"), and Vermont
Transco LLC, a limited liability company duly organized under the
laws of the State of Vermont ("VT Transco"). CVP and GMP are
sometimes collectively referred to as the "Companies" or either of
them as the "Company."
WHEREAS,
Vermont Yankee Nuclear Power Corporation, a Vermont corporation
("Vermont, Yankee"), constructed a nuclear electric generation unit
at a site adjacent to the Connecticut River at Vernon, Vermont,
which unit was designed to have a maximum net capability of
approximately 540 megawatts electric (said unit, being herein
referred to as the "Vermont Yankee Unit") of which CVP and GMP
agreed to purchase an aggregate of 55% of the capacity and net
electrical output of the Vermont Yankee Unit; and
WHEREAS, CVP
and GMP proposed that such power as they acquire from Vermont
Yankee (the "Vermont Yankee power") would be offered to all of the
electric distribution companies including the Companies in the
State of Vermont whether cooperatively, municipally or investor
owned ("Distributees") without preference or discrimination and to
that end proposed to sell such power at its cost to the Companies
to Velco for resale to such companies, and
WHEREAS,
Velco has acquired from time to time, and may from time to time in
the future acquire, bulk power from other sources for resale to
Distributees; and
WHEREAS, the
transmission of the Vermont Yankee power and of other bulk power
throughout Vermont required construction and operation of
- a high voltage electric transmission system, including
transmission lines, transformer substations and switching stations,
together with various auxiliary protection, control and metering
facilities, all in addition to the transmission system then owned
and operated by Velco; and
WHEREAS,
Velco has agreed to contribute to VT Transco substantially all of
its electricity transmission system, subject to liabilities;
and
WHEREAS,
substantial economies have been achieved by combining facilities
for the transmission of the Vermont Yankee power and of other power
into an integrated electric transmission system including the
system presently owned and operated by Velco and to be owned and
operated by VT Transco, and the economic welfare of the people of
Vermont and the interests of users of electric power in Vermont can
best be served by realizing such economies in cost of electric
power; and,
WHEREAS, VT
Transco proposes to construct such additional transmission
facilities and to provide transmission service in Vermont adequate
for transmission of the Vermont Yankee power and other power to
Distributees, and further proposes that its charges for
transmission of such power will be without profit and will consist
of compensation for costs incurred, including cost of money
invested in connection with such transmission; and
WHEREAS, VT
Transco proposes to finance, in part, construction of .
any additional facilities by the issuance from time to time of
bonds under its Indenture of Mortgage dated as of September 1, 1957
(the "Indenture") and the inducements to purchasers in agreeing to
purchase bonds will include the agreements of the Companies
contained in this Agreement;
NOW,
THEREFORE, in consideration of the premises and of the mutual
benefits from the covenants hereinafter set forth, it is
agreed:
ARTICLE I.
Facilities to be
provided .
1.1
Nature of Transmission System .
VT Transco during the term of
this Agreement will provide an electric transmission system and
associated facilities adequate to receive Vermont Yankee power and
other power at the points of delivery thereof and to deliver such
power (after allowance for transmission losses) either directly or
through the facilities of others to Distributees at such delivery
voltages and at such delivery points as may be hereafter specified.
Said electric transmission system and accompanying facilities,
including any additions or extensions which subsequently may be
made as herein provided, shall be designed and constructed in
accordance with standards of modern practice.
1.2
Initial Construction
. The principal initial
additions to the system presently operated by VT Transco consisted
of the following:
(a) A
115 KV transmission line and related facilities from Middlebury to
Rutland that was to be completed by December 1969;
(b) A
230 KV transmission line and related facilities from Barre to the
Comerford Plant of New England Power Company that was to be
completed by July 1970;
(c) A
345 KV transmission line and related facilities from the Vermont
Yankee Unit at Vernon to the existing Rutland-Ascutney line near
Ludlow that was to be completed in time to receive the Vermont
Yankee power at the point of purchase on April 1, 1971 or on such
later date as such power becomes available.
Velco agreed
to use its best efforts to provide for the construction and
installation of the aforesaid facilities in accordance with the
foregoing time schedule.
1.3
Subsequent Facilities
. Facilities to be provided by VT
Transco hereunder in addition to those described in Section 1.2
shall be subject to approval by CVP and GMP.
ARTICLE II
. Services to be
provided .
2.1
Transmission . VT Transco
will transmit power, including Vermont Yankee power, less losses
incurred in transmission calculated as set forth below, for the
account of each Company, at any time that capacity is available for
such purpose in the transmission facilities of VT Transco. VT
Transco will undertake to make such capacity available at any time
when doing so will not interfere with the primary obligation to
deliver capacity or energy owned by the State of Vermont (the
"State") pursuant to the obligations under the Power Transmission
Contract with the State dated June 13, 1957, as it may be amended
from time to time (the "Power Transmission Contract").
2.2
Calculation of Losses
. Losses of power transmitted
shall be determined in accordance with sound engineering methods
and such losses shall include a proportionate amount of all
allowances for losses on the systems of others pursuant to
arrangements by VT Transco for their use in the delivery of such
power.
ARTICLE III
.
Payments.
3.1
During transmission by VT Transco for the State
. So long as VT Transco is
transmitting capacity or energy for the State under the Power
Transmission Contract, VT Transco will charge to each Company, and
each Company will pay to VT Transco, each calendar month during the
term of this Agreement as compensation for the use of VT Transco's
facilities and for the services performed by VT Transco hereunder,
a monthly transmission capacity charge, for each kilowatt of
capacity then being purchased by such Company by VT Transco ,
determined by the following formula:
A
=
BC
+
FO
TP+SP TP
Where:
A = Monthly
charge per kilowatt,
BC = That
portion of the monthly base charge payable by the State to VT
Transco pursuant to the provision of Article IV of the Power
Transmission Contract applicable to the use of "the transmission
facilities of VT Transco" as hereinafter defined, after deductions
pursuant to clause (m) of paragraph 4.3 of said Article IV other
than for income received for transmission of power included in
TP,
TP = Total
of all kilowatts of power then being transmitted by VT
Transco
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