EXHIBIT (10)(i)70
WPS POWER DEVELOPMENT, INC.
0000 XXXXXXXXXXX XXXXX
XXXXX XXX, XXXXXXXXX 00000
December 21, 2001
Central Xxxxxx Enterprises Corporation
000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
RE: TRANSMISSION CONGESTION CONTRACTS
Ladies & Gentlemen:
We refer you to the two Transmission Congestion Contracts held by Central Xxxxxx
Enterprises Corporation ("CHEC") described in the Confidential Offering
Memorandum regarding CH Resources, Inc. dated September 2001 (the "TCCs").
This letter reflects our understanding and agreement regarding the transfer and
assignment of the TCCs. CHEC shall transfer and assign all of its rights, title
and interest in and to the TCCs to WPS Energy Services, Inc. or one of its
corporate affiliates ("ESI"), and ESI shall assume all obligations under the
TCCs, for a cash purchase price of $3,982,440 payable by ESI to CHEC at closing
subject to adjustment as provided below. Such transfer shall take place pursuant
to an Assignment and Assumption Agreement containing reasonable and customary
terms and conditions to be agreed between the parties. The closing of such
transfer shall take place no later than the closing under the Stock Purchase
Agreement dated as of December 21, 2001 (the "SPA") between Central Xxxxxx
Energy Services, Inc. and us.
The purchase price shall be adjusted as follows: (i) if the closing is delayed
beyond May 15, 2002, the price shall be reduced by $4,700 for each day from and
including May 16, 2002 through and including the date of the closing subject to
the limitation set forth in Section 9.14 of the SPA; and (ii) if the closing
occurs prior to April 16, 2002, the price shall be increased by $4,700 for each
day after the closing date to but not including April 16, 2002. In no event
shall such adjustment exceed an aggregate amount of $625,000.
If this letter meets with your understanding of our agreement, please so
indicate by signing in the space provided below, whereupon this will become a
binding agreement between us.
Very truly yours,
WPS POWER DEVELOPMENT, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President
ACCEPTED AND AGREED TO:
CENTRAL XXXXXX ENTERPRISES CORPORATION
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: President
