CENTRAL VERMONT PUBLIC SERVICE CORPORATION Eighth Amendment and Extension AgreementReceivables Purchase Agreement • March 30th, 1998 • Central Vermont Public Service Corp • Electric services • Massachusetts
W I T N E S S E T HCredit Agreement • August 12th, 1999 • Central Vermont Public Service Corp • Electric services • New York
amongCredit Agreement • March 30th, 1998 • Central Vermont Public Service Corp • Electric services • New York
CENTRAL VERMONT PUBLIC SERVICE CORPORATION COMMON STOCK, PAR VALUE $6.00 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2008 • Central Vermont Public Service Corp • Electric services • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Central Vermont Public Service Corporation, a Vermont corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of ___ shares (the “Shares”) of the common stock, par value $6.00 per share, of the Company (the “Common Stock”).
ContractCredit Agreement • November 1st, 2005 • Central Vermont Public Service Corp • Electric services • New York
EXHIBIT 10.91 JPMorgan CREDIT AGREEMENT dated as of October 21, 2005 between CENTRAL VERMONT PUBLIC SERVICE CORPORATION, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender TABLE OF CONTENTS
CENTRAL VERMONT PUBLIC SERVICE CORPORATION $45 MILLION SHARES OF COMMON STOCK ($6.00 PAR VALUE PER SHARE) Equity Distribution AgreementEquity Distribution Agreement • January 15th, 2010 • Central Vermont Public Service Corp • Electric services • New York
Central Vermont Public Service Corporation, a Vermont corporation (the “Company”), confirms its agreement (this “Agreement”) with KeyBanc Capital Markets Inc. (the “Manager”) as follows:
toReceivables Purchase Agreement • March 30th, 1998 • Central Vermont Public Service Corp • Electric services • Massachusetts
EXHIBIT 10.27.71996 Amendatory Agreement • August 11th, 2000 • Central Vermont Public Service Corp • Electric services
AGREEMENT AND PLAN OF MERGER among Gaz Métro Limited Partnership, Danaus Vermont Corp., and Central Vermont Public Service Corporation Effective as of July 11, 2011Merger Agreement • July 12th, 2011 • Central Vermont Public Service Corp • Electric services • Vermont
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), executed by Gaz Métro Limited Partnership, a Québec limited partnership (“Parent”) and Danaus Vermont Corp., a Vermont corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”) on July 8, 2011 and open for acceptance by Central Vermont Public Service Corporation, a Vermont corporation (the “Company”) until noon (Eastern time) on July 19, 2011, shall become effective on the date it is accepted and executed by the Company. All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
ContractStock Option Agreement • November 8th, 2004 • Central Vermont Public Service Corp • Electric services
EXHIBIT A 10.104 CENTRAL VERMONT PUBLIC SERVICE CORPORATION STOCK OPTION AGREEMENT PURSUANT TO THE 1997 STOCK OPTION PLAN FOR KEY EMPLOYEES OF CENTRAL VERMONT PUBLIC SERVICE CORPORATION This Agreement is made and entered into this day of , by and between Central Vermont Public Service Corporation (the "Corporation") and , an employee of the Corporation or of a subsidiary (the "Optionee"). Pursuant to the 1997 Stock Option Plan (the "Plan") for Key employees of Central Vermont Public Service Corporation, the Compensation Committee of the Board of Directors of the Corporation has determined on , , that the Optionee is to be granted, on the terms and conditions set forth herein in the attached copy of the Plan, an option (the "Option") to purchase shares of the Corporation's Common Stock and hereby grants such Option. It is intended that the Option not qualify as an "Incentive Stock Option" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code")
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 2011 between CENTRAL VERMONT PUBLIC SERVICE CORPORATION, as Borrower and KEYBANK NATIONAL ASSOCIATION, as LenderCredit Agreement • October 26th, 2011 • Central Vermont Public Service Corp • Electric services • Vermont
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 25, 2011, is made by and between CENTRAL VERMONT PUBLIC SERVICE CORPORATION, as Borrower, and KEYBANK NATIONAL ASSOCIATION, as Lender.
THIRTY-SECOND AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT THIS THIRTY- SECOND AGREEMENT, dated as of the 1st day of September, 1995, is entered into by the signatory Participants for the amendment by them of the New England Power Pool...New England Power Pool Agreement • March 27th, 1996 • Central Vermont Public Service Corp • Electric services
ContractChange of Control Agreement • March 16th, 2005 • Central Vermont Public Service Corp • Electric services • Vermont
EXHIBIT A 10.106 CHANGE OF CONTROL AGREEMENT Dale A. Rocheleau This Agreement, entered into as of November 17, 2003 between Central Vermont Public Service Corporation (hereinafter "Company") and the undersigned Executive executing this Agreement (hereinafter "Executive"). WHEREAS, the Executive is providing valuable services to the Company, and WHEREAS, the Company wishes to assure continued availability of the Executive's services and to create an environment which will promote the Executive's giving impartial and objective advice in the face of potentially disturbing circumstances arising from the possibility of a Change of Control of the Company (as herein defined); NOW THEREFORE, the Company and the Executive in consideration of the terms and conditions set forth hereby mutually covenant and agree as follows:
ContractVoting Agreement • March 16th, 2006 • Central Vermont Public Service Corp • Electric services • Vermont
EXHIBIT (a)(5)(I) VOTING AGREEMENT AND IRREVOCABLE PROXY THIS VOTING AGREEMENT, dated as of March 13, 2006, by and between Central Vermont Public Service Corporation, a Vermont corporation (the "Company"), and Jerry Zucker, an individual (the "Investor"), W I T N E S S E T H: WHEREAS, the Company intends to commence a stock buyback of up to 2,250,000 shares (the "Stock Buyback") of its common stock, par value $6 per share (the "Common Stock"); WHEREAS, as of the date hereof, the Investor beneficially owns 1,149,400 shares of Common Stock representing 9.35% of the outstanding Common Stock (the "Investor's Shares"); WHEREAS, for the sake of clarity, the Investor disclaims beneficial ownership of 2,000 shares of Common Stock held by The InterTech Group Foundation, Inc., which shares are not included within the Investor's Shares; WHEREAS, pursuant Section 107 of Title 30 of the Annotated Statutes of the State of Vermont, Vt. Stat. Ann. Tit. 30 Section 107 ("Section 107" or "30 V.S.A. Secti
ContractPerformance Share Agreement • November 8th, 2004 • Central Vermont Public Service Corp • Electric services
EXHIBIT A 10.101 CENTRAL VERMONT PUBLIC SERVICE PERFORMANCE SHARE AGREEMENT Pursuant to the Performance Share Incentive Plan THIS AGREEMENT, entered into, by and between the Participant and Central Vermont Public Service Corporation (the "Company"); WHEREAS, the Company maintains the Performance Share Incentive Plan, ("Plan") which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the Compensation Committee administering the Plan (the "Committee") to receive a Performance Share Award pursuant the Plan; NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows: Terms of Award. For following terms used in this Agreement shall have the meanings set forth in this paragraph I: The "Participant" is The target number of stock units ("Target PeRS") is shares. The "Performance Cycle" is the period beginning on January 1, and ending on December 31, . The undersigned hereby accepts and agrees to all the terms and pro
EXHIBIT 10.83.2 --------------- SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT, dated as of June 2, 1998 (this "Amendment"), to the Credit Agreement referred to below by and among CENTRAL VERMONT PUBLIC SERVICE CORPORATION, a Vermont...Credit Agreement • August 7th, 1998 • Central Vermont Public Service Corp • Electric services • New York
ContractAmendatory Agreement • November 13th, 2001 • Central Vermont Public Service Corp • Electric services
This 2001 Amendatory Agreement, dated as of September 21, 2001 between VERMONT YANKEE NUCLEAR POWER CORPORATION ("Vermont Yankee"), a Vermont corporation, and CENTRAL VERMONT PUBLIC SERVICE CORPORATION, a Vermont corporation (the "Purchaser"), amending both the Power Contract, dated February 1, 1968, as heretofore amended by eight amendments dated June 1, 1972, April 15, 1983, April 24, 1985, June 1, 1985, May 6, 1988, June 15, 1989 and December 1, 1989 between Vermont Yankee and the Purchaser (the "Power Contract") and the Additional Power Contract, dated as of February 1, 1984, between Vermont Yankee and the Purchaser (the "Additional Power Contract").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 15th, 2011 • Central Vermont Public Service Corp • Electric services • Delaware
THIS CHANGE IN CONTROL AGREEMENT with an effective date of , (this “Agreement”), is made by and between Central Vermont Public Service Corporation (“Company”), and ______________ (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2005 • Central Vermont Public Service Corp • Electric services • New York
AGREEMENT (this “Agreement”) dated as of October 12, 2005, but effective as of the Trigger Date, among: (i) Catamount Energy Corporation, a Vermont corporation (the “Company”); (ii) CEC Wind Acquisition, LLC (“Wind Acquisition”); (iii) Central Vermont Public Service Corporation, a Vermont corporation (“CVPS”); and (iv) Catamount Resources Corporation, a Vermont corporation wholly-owned by CVPS (“CRC”) .
ContractChange of Control Agreement • May 9th, 2008 • Central Vermont Public Service Corp • Electric services • Vermont
EXHIBIT A 10.5.1 FORM OF CHANGE OF CONTROL AGREEMENT (As Amended May 6, 2008) WHEREAS, _________________, (“Executive”) and Central Vermont Public Service Corporation (“Company”) entered into a Change of Control Agreement dated ____________ (the “Agreement”): WHEREAS, the Agreement is scheduled to expire by its terms on ____________ and Executive and Company have executed a Change in Control Agreement on _________ which agreement will take effect on April 6, 2009, and supersede all prior agreements; WHEREAS, the American Jobs Creation Act of 2004 included new statutory rules under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) that substantially altered the income tax treatment of compensation that is regarded, under those rules, as deferred pursuant to a nonqualified deferred compensation plan; WHEREAS, under Section 409A, unless certain limitations on payment and other requirements are provided for in a deferred compensation plan, participants may be s
ContractThree-Party Transmission Agreement • March 15th, 2007 • Central Vermont Public Service Corp • Electric services
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 ele
ContractPut Option Purchase and Sale Agreement • November 21st, 2005 • Central Vermont Public Service Corp • Electric services
EXHIBIT 10.90.5 Catamount Resources Corporation 77 Grove Street Rutland, Vermont 05701 November 21, 2005 Diamond Castle Holdings, LLC 280 Park Avenue New York, NY 10017 Attention: Ari J. Benacerraf and Daniel H. Clare Facsimile: (212) 983-1234 RE: Exercise of Put Option Ladies and Gentlemen: We refer to that certain Put Option Purchase and Sale Agreement, dated as of October 12, 2005 (the "Agreement") entered into between us and CEC Wind Acquisition, LLC. Pursuant to Section 4.06 of the Agreement and an Assignment and Assumption Agreement, dated as of October 31, 2005, CEC Wind Acquisition, LLC assigned all of its rights, benefits, obligations, liabilities and responsibilities under the Agreement to Diamond Castle Partners IV, L.P., Diamond Castle Partners IV-A, L.P., Deal Leaders Fund, L.P. (collectively, "DCP"). Terms defined in the Agreement (except where otherwise defined herein) shall have the same respective meanings herein. This letter agreement shall provide notice of our
EXHIBIT A 10.108 RESTRICTED STOCK AWARD AGREEMENT pursuant to CENTRAL VERMONT PUBLIC SERVICE CORPORATION 2002 LONG-TERM INCENTIVE PLANRestricted Stock Award Agreement • March 3rd, 2006 • Central Vermont Public Service Corp • Electric services
THIS AWARD AGREEMENT (this "Agreement"), dated as of the Award Date specified above, is entered into by and between Central Vermont Public Service Corporation, a Vermont corporation, (the "Company"), and the Participant specified above, pursuant to the Company's 2002 Long-Term Incentive Plan, as in effect and as amended from time to time (the "2002 Plan"); and 1. Incorporation By Reference; 2002 Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the 2002 Plan (including, without limitation, any amendments thereto adopted at any time and from time to time and which are expressly intended to apply to the grant of the award provided for herein), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the 2002 Plan. The Participant hereby acknowledges receipt of a tru
GP TDTransmission Agreement • March 15th, 2007 • Central Vermont Public Service Corp • Electric services
Purchaser = 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.
CONNECTICUT VALLEY ELECTRIC COMPANY RESTRUCTURING Term Sheet by and between Public Service Company of New Hampshire and Central Vermont Public Service Corporation/Connecticut Valley Electric Company Inc.Restructuring Term Sheet • December 5th, 2002 • Central Vermont Public Service Corp • Electric services
This Term Sheet, dated November 27, 2002, is entered into by the above-named Parties as one part of a series of negotiations intended to result in a comprehensive settlement of issues related to the restructuring of Connecticut Valley Electric Company. The Parties agree to negotiate in good faith to finalize a final settlement agreement that is based upon and incorporates the terms set forth herein. The provisions contained herein are subject to change based upon review and analysis of information requested by PSNH, as well as adjustments required by PSNH and CVEC/CVPS to effectuate beneficial tax treatment of this transaction.
BOND PURCHASE AGREEMENT Vermont Economic Development Authority Recovery Zone Facility Bonds Central Vermont Public Service Corporation Issue Series 2010Bond Purchase Agreement • November 19th, 2010 • Central Vermont Public Service Corp • Electric services
KeyBanc Capital Markets Inc. (the “Underwriter”) hereby offers to enter into this Bond Purchase Agreement, dated November 18, 2010 (the “Purchase Agreement”), with Central Vermont Public Service Corporation (the “Borrower”) and the Vermont Economic Development Authority (the “Authority”), for the purchase by the Underwriter and sale by the Authority of the $30,000,000 Recovery Zone Facility Bonds, Central Vermont Public Service Corporation Issue, Series 2010 (the “Bonds”), as further described below. This offer is made subject to acceptance by the Authority and the Borrower on or before November 18, 2010, at 5:00 p.m. Eastern Time, and upon such acceptance, as evidenced by the signature of an authorized officer of the Authority and an authorized representative of the Borrower, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Authority, the Borrower and the Underwriter. If this offer is not so accepted, it is subject to
ContractHighgate Operating and Management Agreement • March 12th, 2009 • Central Vermont Public Service Corp • Electric services
EXHIBIT 10.36.4 Amendment No. 4 to Highgate Operating and Management Agreement This Amendment, dated as of the 1st day of December, 2008, is by and among Vermont Electric Power Company, Inc. (“Project Manager”), and the Owners whose names appear on the signature pages to this Amendment and amends that certain Highgate Operating and Management Agreement dated as of August 1, 1984, as amended by Amendment No. 1 thereto dated as of April 1, 1985, Amendment No. 2 thereto dated as of November 13, 1986, and Amendment No. 3 thereto dated January 1, 1987 (the “Operating Agreement”). Terms used in this Amendment have the meaning defined in the Operating Agreement unless otherwise defined in this Amendment. Preliminary Statement The Project Manager and Owner desire to amend the Operating Agreement to clarify that Project Manager’s services under the Operating Agreement include performing services necessary for the fulfillment of the standards set forth by the Federal Energy Regulatory Commission
ContractIndemnification Agreement • March 16th, 2005 • Central Vermont Public Service Corp • Electric services • Vermont
EXHIBIT A 10.105 FORM OF INDEMNITY AGREEMENT THIS AGREEMENT made by and between Central Vermont Public Service Corporation, a Vermont corporation with principal place of business at 77 Grove Street, Rutland, Vermont (hereinafter the "Company") and (hereinafter "Indemnitee"). RECITALS WHEREAS, Indemnitee is either a director or officer, or both, of the Company, or is serving as a director, officer, employee or agent of a subsidiary of the Company and, in such capacity or capacities is performing a valuable service for the Company; and WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be indemnified as herein provided; WHEREAS, the Company is willing to indemnify Indemnitee and it is intended that Indemnitee shall be paid promptly by the Company all amounts necessary to effectuate in full the indemnity provided herein; and WHEREAS, the Indemnitee and the Company desire to memorializ
EXHIBIT 10.27.6 1987 SUPPLEMENTARY POWER CONTRACT This 1987 Supplementary Power Contract, dated as of the 1st day of April, 1987, is entered into by and between Connecticut Yankee Atomic Power Company ("Connecticut Yankee") and Central Vermont Public...Supplementary Power Contract • August 11th, 2000 • Central Vermont Public Service Corp • Electric services • Connecticut
ContractCollective Bargaining Agreement • January 5th, 2005 • Central Vermont Public Service Corp • Electric services
EXHIBIT 10.88 AGREEMENT between CENTRAL VERMONT PUBLIC SERVICE CORPORATION and LOCAL UNION NO. 300 INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS THIS AGREEMENT, made and entered into this first day of January, 2005 by and between CENTRAL VERMONT PUBLIC SERVICE CORPORATION, its successors or assigns (hereinafter called the Company), and LOCAL UNION NO. 300 of the INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS (hereinafter called the Union). No provisions, terms or obligations contained herein shall be affected, modified, altered or changed in any respect whatsoever by the sale, conveyance, transfer, assignment, consolidation or merger of CVPS' operations covered by the Agreement. CVPS promises that its operations covered by the Agreement shall not be sold, conveyed, transferred or assigned to, or consolidated or merged with, any successor without first securing an enforceable agreement of the successor to assume CVPS' obligation under the Agreement. CVPS agrees to notify the Un
EXHIBIT 10.83.1 --------------- FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT, dated as of April 15, 1998 (this "Amendment"), to the Credit Agreement referred to below by and among CENTRAL VERMONT PUBLIC SERVICE CORPORATION, a Vermont...Credit Agreement • August 7th, 1998 • Central Vermont Public Service Corp • Electric services • New York
PUT OPTION PURCHASE AND SALE AGREEMENTPut Option Purchase and Sale Agreement • October 18th, 2005 • Central Vermont Public Service Corp • Electric services • New York
PUT OPTION PURCHASE AND SALE AGREEMENT, dated as of October 12, 2005 (this “Agreement”), but effective as of the Commitment Date, by and among Central Vermont Public Service Corporation, a Vermont Corporation (“CVPS”), Catamount Resources Corporation, a Vermont Corporation (“CRC”) and CEC Wind Acquisition, LLC, a Delaware limited liability company (“Wind”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Subscription Agreement and/or Stockholders’ Agreement (defined below).
ContractCredit Agreement • January 4th, 2008 • Central Vermont Public Service Corp • Electric services • Vermont
CREDIT AGREEMENT dated as of December 28, 2007 between CENTRAL VERMONT PUBLIC SERVICE CORPORATION, as Borrower and KEYBANK NATIONAL ASSOCIATION, as Lender TABLE OF CONTENTS
toReceivables Purchase Agreement • March 30th, 1998 • Central Vermont Public Service Corp • Electric services • Massachusetts
The names of the Purchasers of Vermont Yankee and their respective interests ("entitlement percentages") in Vermont Yankee and the net capacity and output of the Unit are as follows: PURCHASER ENTITLEMENT PERCENTAGE Central Vermont Public Service...Restated Amendatory Agreement • August 11th, 2000 • Central Vermont Public Service Corp • Electric services
