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
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).
