Contract
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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, the North American
Electric Reliability Corporation, ISO New England and the Northeast Power
Coordinating Council that are applicable to the Project.
Agreement
NOW,
THEREFORE, in consideration of the promises and agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are expressly acknowledged, the Project Manager and
the Owner, intending to be legally bound, agree as follows:
1. Paragraph
3.01(i) is amended to delete the word “and” from the end of the paragraph
to read as follows:
3.01(i) Upon
consent of Owner the taking of any action at law or in equity, in the name
of either Project Manager or Owner, that Project Manager shall deem
reasonably necessary and proper in connection with the operation of the
Project, except that any action to be taken in the name of an individual
Owner can only be taken with the prior written consent of that owner; each
such Owner agrees promptly to review any request from Project Manager for
such consent and further agrees that it will not unreasonably withhold
such consent;
2. Paragraph
3.01(j) is amended and restated as follows:
3.01(j) The
performance of all acts reasonably necessary to ensure compliance with the
standards set forth by the Federal Energy Regulatory Commission, the North
American Electric Reliability Corporation, ISO New England and the
Northeast Power Coordinating Council that are applicable to the Project;
and
3. By
executing this Amendment, Paragraph 3.01(k) is added to read:
3.01(k)
Generally, the performance or supervision, direction and control, of all
acts reasonably necessary in connection with the operation of the Project
in an efficient and proper manner, including, but not limited to, the
making of all payments and disbursements, on behalf of Owner, relative to
Project Operation Costs.
4. This
Amendment modifies the Operating Agreement only as provided
herein.
5. Any
number of counterparts of this Amendment may be executed, and each shall
have the same force and effect as an original instrument as if all the
parties to all the counterparts have signed the same
instrument.
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IN
WITNESS WHEREOF, the signatories have caused this Amendment to be executed
by their duly authorized officers or agents as of the date first stated
above.
Vermont
Electric Power Company, Inc.
By:
/s/ Xxxxxx X. Xxxxxxx
Printed
Name: Xxxxxx X. Xxxxxxx
Title:
Vice-President, Secretary and General Counsel
STATE
OF VERMONT
County
of Rutland
At
Rutland, Vermont this 18th day of December, 2008, Xxxxxx X. Xxxxxxx, a
duly authorized officer of Vermont Electric Power Company, Inc. personally
appeared and he/she acknowledged this instrument by him/her sealed and
subscribed, to be his/her free act and deed and the free act and deed of
Vermont Electric Power Company, Inc.
/s/ Xxxxxx Xxxxxxx
Notary Public: Xxxxxx
Xxxxxxx
My Commission Expires:
2/10/10
Burlington
Electric Department f/k/a Burlington Electric Light
Department
By:
/s/ Xxxxxxx X. Xxxxxx
Printed
Name: Xxxxxxx X. Xxxxxx
Title:
General Manager
STATE
OF VERMONT
County
of Xxxxxxxxxx
At
Burlington, Vermont, this 9th day of February, 2009, Xxxxxxx X. Xxxxxx , a
duly authorized officer of Burlington Electric Department personally
appeared and he/she acknowledged this instrument by him/her sealed and
subscribed, to be his/her free act and deed and the free act and deed of
Burlington Electric Department.
/s/ Xxxxxxxx X.
Xxxxxxx
Notary Public
My Commission
Expires:
By:
/s/ Xxxxxxx X. Xxxxxx
Printed
Name: Xxxxxxx X. Xxxxxx
Title:
VP Power Planning & Regulatory Affairs
STATE
OF VERMONT
County
of Rutland
At
Rutland, Vermont this 22nd day of December, 2008, Xxxxxxx X. Xxxxxx, a
duly authorized officer of Central Vermont Public Service Corporation
personally appeared and he/she acknowledged this instrument by him/her
sealed and subscribed, to be his/her free act and deed and the free act
and deed of Central Vermont Public Service Corporation.
/s/ Xxxxxx X. Xxxx
Notary Public
My Commission Expires:
2/10/2011
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Green
Mountain Power Corporation
By:
/s/ Xxxxxx X. Xxxxxxx
Printed
Name: Xxxxxx X. Xxxxxxx, Xx.
Title:
Vice President & General Counsel
STATE
OF VERMONT
County
of Xxxxxxxxxx
At
Colchester, Vermont this 8th day of December, 2008, Xxxxxx X. Xxxxxxx,
Xx., a duly authorized officer of Green Mountain Power Corporation
personally appeared and he/she acknowledged this instrument by him/her
sealed and subscribed, to be his/her free act and deed and the free act
and deed of Green Mountain Power Corporation.
/s/ Xxxxx X.
Xxxxxxx
Notary Public
My Commission
Expires:
Vermont
Electric Cooperative
By:
/s/ Xxxxx X. Xxxxxxxxx
Printed
Name: Xxxxx X. Xxxxxxxxx
Title:
Chief Executive Officer
STATE
OF VERMONT
County
of Lamoille
At
Johnson, this 30th day of December, 2008, Xxxxx Xxxxxxxxx, a duly
authorized officer of Vermont Electric Cooperative personally appeared and
he/she acknowledged this instrument by him/her sealed and subscribed, to
be his/her free act and deed and the free act and deed of Vermont Electric
Cooperative.
/s/ Xxxxx Xxxx
Notary Public
My Commission Expires:
2/10/2011
Vermont
Public Power Supply Authority
By:
/s/ Xxxxx X. Xxxxx
Printed
Name: /s/ Xxxxx X. Xxxxx
Title:
General Manager
STATE
OF VERMONT
County
of Washington
At
Waterbury Center, this 18th day of December, 2008, Xxxxx X. Xxxxx, a duly
authorized officer of Vermont Public Power Supply Authority personally
appeared and he/she acknowledged this instrument by him/her sealed and
subscribed, to be his/her free act and deed and the free act and deed of
Vermont Public Power Supply Authority.
/s/ Xxxxxx X. Xxxx
Notary Public
My Commission Expires:
2/10/11
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Village
of Xxxxxxx Electric Light Department
By:
/s/ Xxxxxx Xxxxx
Printed
Name: Xxxxxx Xxxxx
Title:
Village Trustee Chair
STATE
OF VERMONT
County
of Lamoille
At
Johnson, this 12th day of January, 2009, ___________________, a duly
authorized officer of Village of Xxxxxxx Electric Light Department
personally appeared and he/she acknowledged this instrument by him/her
sealed and subscribed, to be his/her free act and deed and the free act
and deed of Village of Xxxxxxx Electric Light Department.
/s/ Xxxxxx Xxxxxxxx
Notary Public
My Commission Expires:
2/10/11
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