ex10364.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              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.

               

            


    

    


    
      	
              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/ Leslie A. Cadwell

              Printed
      Name: Leslie A. Cadwell

              Title:
      Vice-President, Secretary and General Counsel

               

              STATE
      OF VERMONT

              County
      of Rutland

               

              At
      Rutland, Vermont this 18th day of December, 2008, Leslie A. Cadwell, 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/ Tamara Strauss

              Notary Public: Tamara
      Strauss

              My Commission Expires:
      2/10/10

               

              Burlington
      Electric Department f/k/a Burlington Electric Light
Department

               

              By:
      /s/ Barbara L. Grimes

              Printed
      Name: Barbara L. Grimes

              Title:
      General Manager

               

              STATE
      OF VERMONT

              County
      of Chittenden

               

              At
      Burlington, Vermont, this 9th day of February, 2009, Barbara L. Grimes , 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/ Patricia J.
      Crowley

              Notary Public

              My Commission
      Expires:

               

              Central
      Vermont Public Service Corporation

               

              By:
      /s/ William J. Deehan

              Printed
      Name: William J. Deehan

              Title:
      VP Power Planning & Regulatory Affairs

               

              STATE
      OF VERMONT

              County
      of Rutland

               

              At
      Rutland, Vermont this 22nd day of December, 2008, William J. Deehan, 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/ Andrea V. Bove

              Notary Public

              My Commission Expires:
      2/10/2011

            


    

    


    
      	
              Green
      Mountain Power Corporation

               

              By:
      /s/ Donald J. Rendall

              Printed
      Name: Donald J. Rendall, Jr.

              Title:
      Vice President & General Counsel

               

              STATE
      OF VERMONT

              County
      of Chittenden

               

              At
      Colchester, Vermont this 8th day of December, 2008, Donald J. Rendall,
      Jr., 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/ Penny J.
Collins

              Notary Public

              My Commission
      Expires:

               

              Vermont
      Electric Cooperative

               

              By:
      /s/ David C. Hallquist

              Printed
      Name: David C. Hallquist

              Title:
      Chief Executive Officer

               

              STATE
      OF VERMONT

              County
      of Lamoille

               

              At
      Johnson, this 30th day of December, 2008, David Hallquist, 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/ Kevin Podd

              Notary Public

              My Commission Expires:
      2/10/2011

               

              Vermont
      Public Power Supply Authority

               

              By:
      /s/ Scott E. Corse

              Printed
      Name: /s/ Scott E. Corse

              Title:
      General Manager

               

              STATE
      OF VERMONT

              County
      of Washington

               

              At
      Waterbury Center, this 18th day of December, 2008, Scott E. Corse, 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/ Sharon M. Hall

              Notary Public

              My Commission Expires:
      2/10/11

               

            


    

     

    
      	
              Village
      of Johnson Electric Light Department

               

              By:
      /s/ Gordon Smith

              Printed
      Name: Gordon Smith

              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 Johnson 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 Johnson Electric Light Department.

               

              /s/ Duncan Hastings

              Notary Public

              My Commission Expires:
      2/10/11