Exhibit 10.b.19 Amended & Restated Three Party Agreement


    Exhibit
      10.2

    AMENDED
      AND RESTATED

    THREE
      - PARTY AGREEMENT

     

    THIS
      AGREEMENT entered into this 30th day of June, 2006, by and between CENTRAL
      VERMONT PUBLIC SERVICE CORPORATION, a Vermont corporation (“Central Vermont”),
      GREEN MOUNTAIN POWER CORPORATION,
      a
      Vermont
      corporation (“Green
      Mountain”), VERMONT ELECTRIC POWER COMPANY, INC., a
      Vermont
      corporation (“Velco”),
      and
      VERMONT TRANSCO LLC, a limited liability company duly organized under the laws
      of the State of Vermont (“VTransco”), 

    WITNESSETH:

     

    WHEREAS,
      Velco has entered into a power transmission contract (the “Transmission
      Contract”) dated June 13, 1957, with the State of Vermont acting by and through
      the Public Service Commis-sion of Vermont (the “State”), pursuant to which Velco
      will provide an electric transmission system and associated facilities for
      the
      transmission and delivery of St. Lawrence power and will deliver St. Lawrence
      power either directly or through the facilities of others to allottees of the
      State; and

     

    WHEREAS,
      the Transmission Contract provides that the transmission and associated
      facilities of Velco may be used by Velco for the transmission of firm power
      for
      itself, in which event the investment in such facilities shall be allocated
      to
      the State and Velco in proportion to the use of such facilities by the State
      for
      the transmission of firm St. Lawrence power and by Velco for the transmission
      of
      firm power for itself; and

     

    WHEREAS,
      Velco proposed to issue from time to time its bonds, such bonds to be issued
      under and secured by a proposed mortgage and deed of trust (the “Indenture”) to
      be dated as of September, 1, 1957; and

     

    WHEREAS,
      Velco proposed to execute and deliver to certain institutional investors and
      organiza-tions (the “bond purchasers”) an agreement or agreements providing for
      the purchase by the bond purchasers from time to time of bonds in a principal
      amount not exceeding $10,500,000 in the aggre-gate in accordance with the
      several obligations of the purchasers and subject to the terms and conditions
      of
      said agreement or agreements; and

     

    WHEREAS, the
      inducements to the purchasers of the bonds in agreeing to purchase the bonds
      included the agreements of Central Vermont and Green Mountain (herein
      collectively called the “Companies”) contained in this Agreement;
      and

    


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

     

    WHEREAS,
      each of the Companies hereby represents and warrants that the execution and
      per-formance of this Agreement do not violate any provision of its Articles
      of
      Association or By-Laws or any provision of any indenture or agreement to which
      it is a party;

     

    Now,
      THEREFORE, in consideration of the premises and of the agreements hereinafter
      set forth, the parties hereto agree severally, and not jointly or jointly
      and severally, with each other as follows:

     

    1.
      Terms
      defined in the Transmission Contract are used herein with the meaning therein
      pro-vided for.

     

    2.
      Without the prior written consent of the Companies, Velco will not acquire
      by
      purchase or generation ownership of any firm power for resale by it or use
      VTransco’s facilities for the transmission of firm power owned by it for its own
      purposes.

     

    3.
      In the
      event that the facilities of VTransco shall, with the consent of the Companies
      as aforesaid, be used by Velco for the transmission of firm power owned by
      Velco
      and as a result less than all the investment in VTransco’s facilities is
      allocated to the State as provided in paragraph 3.3 of the Transmission
      Contract, the Companies shall, subject to the provisions of Section 5 hereof,
      be
      en-titled to receive all firm power transmitted over the transmission system
      of
      VTransco other than power not owned by Velco and transmitted for others
      (including the State) and firm power owned by Velco and sold by Velco to others
      pursuant to contracts approved by the Companies (herein called the “Available
      Power”) and shall from time to time pay to VTransco as a demand charge for the
      right to receive the Available Power (and as an energy charge for any associated
      energy taken by the Companies) amounts which when added to amounts received
      by
      VTransco from any other sources, including revenues received by VTransco from
      the State under the Transmission Contract, will in the aggregate at least equal
      the sum of the following costs of VTransco, namely:

    


    3.1. 
      All
      operating expenses, exclusive of charges for depreciation, plus

    3.2. 
      All
      fixed charges, including interest and amortization of debt discount and expense,
      with respect to the bonds and all other indebtedness of VTransco, plus


    


    3.3. 
      Regular
      amortization of principal of indebtedness required by the terms of the
      In-denture and of all other indebtedness of VTransco; provided,
      however, there
      shall not be included, in the event of the acceleration of the maturity of
      any
      of the bonds by declaration or otherwise, any amount applicable to the principal
      of the bonds in addition to payments due and payable from time to time pursuant
      to the provisions of Section 3.03 (a) of the Indenture nor any amount applicable
      to the principal of any other indebtedness in addition to the regular
      amortization requirements, plus

    


    3.4. 
      All
      expenses for taxes, including taxes based on or measured by income.

    


    The
      Companies shall, prior to the use by Velco of VTransco’s facilities for the
      transmission of firm power owned by Velco, enter into an agreement setting
      forth
      the portion of the Available Power to be received, and of the aggregate payments
      required


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    by
      Section 3 to be made, by each of the Companies, and the obligation of each
      of
      the Companies to make payments required by Section 3 shall thereupon be limited
      to payment of its portion as set forth in such
      agreement. Copies of such agreement, including any amendment or supplement
      thereto, shall be filed with the Trustee under the Indenture within five days
      after such agreement, amendment or supplement shall have become
      effective.

     

    4.
      All
      obligations of the respective Companies hereunder shall be several and not
      joint
      or joint and several.

    


    5.
      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 the Companies covenants and 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 VTransco 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.

     

    6.
      VTransco shall not be held responsible or liable for any loss or damage to
      the
      Companies on account of nondelivery of energy hereunder at any time caused
      by
      uncontrollable forces; provided,
      however,
      that
      nondelivery on account of any such uncontrollable forces shall not relieve
      the
      Compa-nies from their obligations to pay VTransco any charges payable pursuant
      to the provisions of Section 3 hereof.

     

    7.
      Each
      of the Companies may, subject to the provisions of this Agreement, enter into
      an
      agree-ment or agreements at any time with Velco and/or VTransco setting forth
      detailed terms and provisions relating to the performance of the obligations
      of
      such Company under this Agreement. Copies of any such agreement, including
      any
      amendment or supplement thereto, shall be filed by Velco and/or VTransco with
      the Trustee under the Indenture within five days after such agreement, amendment
      or supplement shall have become effective. No agreement entered into under
      this
      Section 7 shall alter the obligations of any party to this Agreement in any
      manner inconsistent with any provision hereof.

     

    8.
      This
      Agreement shall become effective forthwith and shall continue until the
      Indenture shall have been satisfied and discharged, and cannot be changed or
      altered except by agreement in writing signed by the parties
      hereto.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed the day and year first above 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 Agreement to be duly
      executed the day and year first above 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 Agreement to be duly
      executed the day and year first above 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 Agreement to be duly
      executed the day and year first above written.

     

    


    
      	 	
               

              VERMONT
                TRANSCO LLC

            
	
               

              By:

            	
               

              /s/John
                J. Donleavy

            
	
               

              Name:

            	
               

              John
                J. Donleavy

            
	
               

              Title:

            	
               

              President
                & CEO of VELCO,

              The
                Manager of Vermont Transco LLC