Exhibit 10.b.18 Amended & Restated Three Party Transmission Agreement


    Exhibit
      10.1

    AMENDED
      AND RESTATED

    THREE-PARTY
      TRANSMISSION AGREEMENT

     

    AGREEMENT
      dated as of June
      30,
      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 (“VTransco”). 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 electrical output of the
      Vermont Yankee Unit; and

    


    WHEREAS,
      CVP, and GMP proposed; that such power as they acquire from Vermont Yankee
      (the
“Vermont Yankee power”) would be offered to all of the electric distribution
      companies including the Companies in the State of Vermont whether cooperatively,
      municipally or investor owned (“Distributees”) without preference or
      discrimination and to that end proposed to sell such power at its cost to the
      Companies to Velco for resale to such companies, and

    


    WHEREAS,
      Velco has acquired from time to time, and may from time
      to
      time in
      the future acquire, bulk power from other sources for resale to Distributees;
      and

    


    WHEREAS,
      the transmission of the Vermont Yankee power and of other bulk power throughout
      Vermont required construction and operation of-
      a high
      voltage electric transmission system, including transmission lines, transformer
      substations and switching stations, together with various auxiliary protection,
      control and metering facilities, all in addition to the transmission system
      then
      owned and operated by Velco; and

     

    WHEREAS,
      Velco has agreed to contribute to VTransco substantially all of its electricity
      transmission system, subject to liabilities; and 

     

    WHEREAS,
      substantial economies has been achieved by combining facilities for the
      transmission of the Vermont Yankee power and of other power into an integrated
      electric transmission system including the system presently owned and operated
      by Velco and to be owned and operated by VTransco, and the economic welfare
      of
      the people of Vermont and the interests of users of electric power in Vermont
      can best be served by realizing such economies in cost of electric power; and,
      

    


    WHEREAS,
      VTransco
      proposes
      to construct such additional transmission facilities and to provide transmission
      service in Vermont adequate for transmission of the Vermont Yankee power and
      other power to Distributees, and further proposes that its charges for
      transmission of such power will be without profit and will consist of
      compensation for costs incurred, including cost of money invested in connection
      with such transmission; and

    


    WHEREAS,
      VTransco proposes to finance, in part, construction of .any
      additional facilities by the issuance from time to time of bonds under its
      Indenture of Mortgage dated as of September 1, 1957 (the “Indenture”) and the
      inducements to purchasers in agreeing to purchase bonds will include the
      agreements of the Companies contained in this Agreement;

    


    NOW,
      THEREFORE, in consideration of the premises and of the mutual benefits from
      the
      covenants hereinafter set forth, it is agreed:

    


    ARTICLE
      I. Facilities
      to be provided.

    


    1.1 Nature
      of Transmission System. VTransco
      during the term of this Agreement will provide an electric transmission system
      and associated facilities adequate to receive Vermont Yankee power and other
      power at the points of delivery thereof and to deliver such power (after
      allowance for transmission losses) either directly or through the facilities
      of
      others to Distributees at such delivery voltages and at such delivery points
      as
      may be hereafter specified. Said electric transmission system and accompanying
      facilities, including any additions or extensions which subsequently may be
      made
      as herein provided, shall be designed and constructed in accordance with
      standards of modern practice.

    


    1.2 Initial
      Construction. The
      principal initial additions to the system presently operated by Velco consisted
      of the following: 

    


    (a) A
      115 KV
      transmission line and related facilities from Middlebury to Rutland that was
      to
      be completed by December 1969; 

    


    (b) A
      230 KV
      transmission line and related facilities from Barre to the Comerford Plant
      of
      New England Power Company that was to be completed by July 1970; 

    


    (c) A
      345 KV
      transmission line and related facilities from the Vermont Yankee Unit at Vernon
      to the existing Rutland-Ascutney line near Ludlow that was to be completed
      in
      time to receive the Vermont Yankee power at the point of purchase on April
      1,
      1971 or on such later date as such power becomes available.

    


    Velco
      agreed to use its best efforts to provide for the construction and installation
      of the aforesaid facilities in accordance with the foregoing time
      schedule.

    


    1.3 Subsequent
      Facilities.  Facilities
      to be provided by VTransco hereunder in addition to those described in Section
      1.2 shall be subject to approval by CVP and GMP.

    


    ARTICLE
      II.  Services
      to be provided.

    


    2.1 Transmission.  VTransco
      will transmit power, including Vermont Yankee power, less losses incurred in
      transmission calculated as set forth below, for the account of each Company,
      at
      any time that capacity is available for such purpose in the transmission
      facilities of VTransco. VTransco will undertake to make such capacity available
      at any time when doing so will not interfere with the primary obligation to
      deliver capacity or energy for the Sate of Vermont (the “State”) pursuant to the
      obligations under the Power Transmission Contract with the State dated June
      13,
      1957, as it may be amended from time to time (the “Power Transmission
      Contract”).

    


    2.2 Calculation
      of Losses.  Losses
      of
      power transmitted shall be determined in accordance with sound engineering
      methods and such losses shall include a proportionate amount of all allowances
      for losses on the systems of others pursuant to arrangements by VTransco for
      their use in the delivery of such power.

    


    ARTICLE
      III. Payments.

    


    3.1 During
      transmission by VTransco for the State. So
      long
      as VTransco is transmitting capacity or energy for the State under the Power
      Transmission Contract, VTransco will charge to each Company, and each Company
      will pay to VTransco, each calendar month during the term of this Agreement
      as
      compensation for the use of VTransco’s facilities and for the services performed
      by VTransco hereunder, a monthly transmission capacity charge, for each kilowatt
      of capacity then being purchased by such Company by VTransco , determined by
      the
      following formula: 

    


    A
      =
 __BC__ + FO

    TP+SP   TP

    


    Where:

    


    A
      =
      Monthly charge per kilowatt, 

    


    BC
      = That
      portion of the monthly base charge payable by the State to VTransco pursuant
      to
      the provision of Article IV of the Power Transmission Contract applicable to
      the
      use of “the transmission facilities of VTransco” as hereinafter defined, after
      deductions pursuant to clause (m) of paragraph 4.3 of said Article IV other
      than
      for income received for transmission of power included in TP, 

    


    TP
      =
      Total of all kilowatts of power then being transmitted by VTransco for the
      electric distribution utilities in the Sate of Vermont other than power included
      in SP, 

    


    


    SP
      =
      Total of all kilowatts of power which VTransco is required to transmit for
      the
      State of Vermont pursuant to the Power Transmission Contract, 

    


    FO
      = All
      amounts payable during such month by VTransco for the use of facilities of
      others, if any, in the transmission of power included in TP from the points
      at
      which the power enters the facilities of he Company or an assignee of the
      Company.

    


    except
      that the portion of this transmission capacity charge determined by the first
      fraction of the above formula shall be omitted for such kilowatts of power
      as
      are transmitted for such Company under the terms of the Agreement re charges
      for
      Transmission of Firm Power dated June 19, 1961, as amended, to the extent that
      such kilowatts are not added to such Company’s Accredited Capacity in Schedule A
      of that Agreement and do not thereby reduce the Capacity Deficiency of such
      Company under that Agreement.

    


    For
      the
      purposes of this Section 3.1, the phrase “transmission facilities of VTransco”
shall mean the physical facilities owned and operated by VTransco (with he
      exception of the submarine cable and transmission lines, and associated
      facilities, from the New York-Vermont State boundary to the VTransco substation
      at Essex, Vermont, for those kilowatts included in TP not requiring these
      transmission facilities), plus the facilities of others employed by VTransco
      under contracts, leases, agreements or arrangements with the owners and
      operators thereof.

    


    The
      portion of VTransco’s costs applicable to the submarine cable and transmission
      lines, and associated facilities, from the New York-Vermont state boundary
      to
      the VTransco substation at Essex, Vermont, for the purposes of calculating
      the
      amount to be excluded from item “BC” in the formula included in this Section
      3.1, shall be determined by deducting from the amount of monthly base charge
      otherwise payable under the provisions of Article IV of the Power Transmission
      Contract, an amount obtained by multiplying by a fraction consisting of a
      numerator composed of the original cost (which at November 30, 1967 amounted
      to
      $1,095,440) of the said submarine cable, transmission line and associated
      facilities, and a denominator equal to the total original cost (which at
      November 30, 1967 amounted to $11,175,965) of all of VTransco’s plant
      facilities, the total of the items included in that base charge and contained
      in
      subparagraphs (a), (b), (c), (g), (h), (j) and (k) of paragraph 4.3 of Article
      IV of the Power Transmission Contract.

    


    3.2 When
      no power is being transmitted by VTransco for the State.

    


    (a) When
      no
      capacity or energy is being transmitted by VTransco for the State under the
      Power Transmission Contract, the aggregate amount for any period to be charged
      by VTransco to the Companies and paid by the Companies to VTransco, as
      compensation for the use of VTransco’s facilities and for the services performed
      by VTransco hereunder, shall be equal to VTransco’s Net Costs for such period,
      as hereinafter defined. CVP and GMP each severally agree to pay, as provided
      in
      paragraph (d) of this Section, its share of such net costs determined in
      accordance with paragraph (c) of this Section.

    


    (b) For
      the
      purposes of this Section 3.2, the following definitions shall
      apply:

    


    “Net
      Costs” for any period shall mean the excess of (x) the Total Costs for such
      period over (y) the sum of all amounts received by VTransco during such period
      from all sources other than from companies under this Agreement, including
      revenues from the sale of power or from the transmission thereof.

    


    “Total
      Costs” for any period shall mean the sums of the following for such
      period:

    


    (1) All
      operating expenses, including the cost of purchased power but exclusive of
      charges for depreciation of properties paid for by application of the proceeds
      of securities which by their terms require their amortization, plus


    


    (2) All
      fixed
      charges, including interest and amortization of debt discount and expense and
      premium on debt, plus

    


    (3) Regular
      amortization of principal of securities required by their terms; provided,
      however,
      there
      shall not be included, in the even of the acceleration of the maturity of any
      indebtedness by declaration or otherwise, any amount applicable to the principal
      of any indebtedness in addition to the regular amortization requirements,
      plus

    


    (4) An
      amount
      equal to all taxes including taxes on or measured by income, plus

    


    (5) An
      amount
      for such period which, after provision shall have been made for all of the
      other
      costs including all taxes on or measured by income shall equal on an annual
      basis, 6% of the par value of Velco’s outstanding Class A Common Stock plus 8%
      of the par value of Velco’s outstanding Class B Common Stock, all as shown by
      Velco’s books as of the beginning of such period.

    


    (c) The
      portion to be paid by each of the Companies of the Net Costs for any period
      shall be that percentage of such Net Costs computed by dividing (i) the total
      kilowatts which such Company has for such period agreed to have VTransco
      transmit by (ii) the aggregate kilowatts which both Companies have for such
      period agreed to have VTransco transmit. The obligation of each of the Companies
      to make payments required by this Section 3 shall be several and not joint
      or
      joint and several and shall be limited to payment of its portion as set forth
      in
      this Section 3.

    


    (d) VTransco
      will bill each Company as soon as practicable after the end of each month for
      all amounts payable by each Company for the particular month. Such bills shall
      be due and payable when rendered, shall include such detail as a Company may
      reasonable request, and may be rendered on an estimated basis subject to
      corrective adjustments after rendition. Upon request by a Company, VTransco
      shall provide estimates of such corrective adjustments.

    


    Any
      amount due and remaining unpaid ten days following the date of issuance of
      bills
      shall bear interest at an annual rate, compounded monthly, equivalent to one
      hundred twenty percent (120%) of the current prime rate then in effect at the
      First National Bank of Boston, from the due date to the date payment is received
      by VTransco.

    


    ARTICLE
      IV  General
      Provisions.

    


    4.1 Regulatory
      Authorizations. The
      performance of the obligations of each of the companies hereunder shall be
      subject to all regulatory authorizations necessary to permit it to perform
      all
      the obligations to be performed by it hereunder; and each of Companies covenants
      agrees to use its best efforts to secure and maintain such regulatory
      authorizations. The performance of the obligations of VTransco hereunder shall
      be subject to all regulatory authorizations necessary to permit VT to perform
      all the obligations to be performed by VTransco hereunder; and VTransco
      covenants and agrees to use its best efforts to secure and maintain such
      regulatory authorizations.

    


    4.2 Other
      Transmission for the State. In
      the
      event that the State during the term of this contract shall acquire other power
      of transmission within the State from sources outside the State, other than
      St.
      Lawrence and Niagara Project power, and contracts or arrangements are made
      for
      the transmission of such power pursuant to the provisions of paragraph 2.2
      of
      the Power Transmission Contract, then such adjustments to Section 3.1 of this
      contract as the circumstances may require shall be made by agreement of the
      parties with the approval of the Vermont Public Service Board.

    


    4.3 Assignment. This
      contract shall be binding upon and shall inure to the benefit of the parties
      hereto and their corporate successors and assigns, but neither party hereto
      shall voluntarily assign or transfer its rights hereunder except as security
      for
      indebtedness to the assignor or except in accordance with prior written consent
      of the other party. 

    


    4.4 Uncontrollable
      Forces. VTransco
      shall not be held responsible or liable for any loss or damage to the Companies
      on account of delay in completion of facilities or nondelivery of energy
      hereunder at any time caused by uncontrollable forces; provided, however, that
      delay or nondelivery on account of any such uncontrollable forces shall not
      relieve the Companies from their obligation to pay VTransco any amounts payable
      pursuant to the provisions of Article III hereof. The term “uncontrollable
      forces” shall for purposes hereof mean any cause beyond the control of the party
      affected, including, but no limited to, failure of facilities, flood,
      earthquake, storm, lightning, fire, hurricane, war, riot, civil disturbance,
      labor stoppage, sabotage, and restraint by court or public authority, which
      by
      exercise of due foresight such party could not reasonably have been expected
      to
      avoid.

    


    ARTICLE
      V.  Term.

    


    This
      contract shall become effective upon a date allowed by the Federal Energy
      Regulatory Commission and any other appropriate regulatory body having
      jurisdiction, and shall continue in effect until the Indenture shall have been
      satisfied and discharged and thereafter until terminated by written notice
      from
      any party hereto to the other parties at least six months prior to the
      termination date specified in such notice.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this contract to be executed
      on
      their behalf by their duly authorized representatives, all as of the day and
      the
      year fist herein written.

    


    


    
      	 	
               

              VERMONT
                ELECTRIC POWER COMPANY, INC.

            
	
               

              By:

            	
               

              /s/Thomas
                N. Wies

            
	
               

              Name:

            	
               

              Thomas
                N. Wies

            
	
               

              Title:

            	
               

              Vice
                President

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this contract to be executed
      on
      their behalf by their duly authorized representatives, all as of the day and
      the
      year fist herein written.

    


    


    


    
      	 	
               

              CENTRAL
                VERMONT PUBLIC SERVICE CORPORATION

            
	
               

              By:

            	
               

              /s/William
                J. Deehan

            
	
               

              Name:

            	
               

              William
                J. Deehan

            
	
               

              Title:

            	
               

              Vice
                President, Power Planning and Regulatory
                Affairs

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this contract to be executed
      on
      their behalf by their duly authorized representatives, all as of the day and
      the
      year fist herein written.

    


    


    
      	 	
               

              GREEN
                MOUNTAIN POWER CORPORATION

            
	
               

              By:

            	
               

              /s/Donald
                J. Rendall, Jr.

            
	
               

              Name:

            	
               

              Donald
                J. Rendall, Jr.

            
	
               

              Title:

            	
               

              Vice
                President and General Counsel

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this contract to be executed
      on
      their behalf by their duly authorized representatives, all as of the day and
      the
      year fist herein written.

    


    


    


    
      	 	
               

              VERMONT
                TRANSCO LLC

            
	
               

              By:

            	
               

              /s/John
                J. Donleavy

            
	
               

              Name:

            	
               

              John
                J. Donleavy

            
	
               

              Title:

            	
               

              President
                & CEO of VELCO,

              The
                Manager of Vermont Transco LLC