Exhibit 10.56.3
THIRD AMENDMENT TO 1985 OPTION AGREEMENT
This Agreement, made and entered into as of December 31, 1994, by and
between Vermont Electric Power Company, Inc., a Vermont corporation ("VELCO"),
Central Vermont Public Service Corporation, a Vermont corporation, ("Central
Vermont"), Green Mountain Power Corporation, a Vermont corporation ("Green
Mountain"), and Citizens Utilities Company, a Delaware corporation
("Citizens"); Central Vermont, Green Mountain and Citizens being also referred
to herein individually as "Company" and collectively as "Companies".
WITNESSETH THAT:
WHEREAS, each of the Companies is an original stockholder of VELCO, and
each contributed certain assets to VELCO at the time of its incorporation; and
WHEREAS, VELCO and the Companies were parties to a certain Agreement,
dated March 29, 1957 (the "Four Party Agreement"), that included, among other
things, purchase options relating to certain properties of VELCO that were
subsequently more specifically described in an Agreement dated January 16,
1961, among said Companies and VELCO (the "1961 Agreement"), which options
were extended to December 27, 1985; and
WHEREAS, VELCO and the Companies are parties to a certain Agreement,
dated December 27, 1985 ("the 1985 Option Agreement"), that extended the
aforementioned purchase options to December 31, 1988; and
WHEREAS, VELCO and the Companies were also parties to certain Amendments
to the 1985 Option Agreement, dated September 28, 1988 (the "First Amendment
Agreement"), and October 1, 1991 (the "Second Amendment Agreement") that
further extended the aforementioned purchase options to December 31, 1991 and
thence to December 31, 1994; and
WHEREAS, the Companies desire to supersede the Second Amendment Agreement
and to extend the aforesaid options until a date no later than December 31,
1996), on terms and conditions that are consistent with the terms and
conditions of the Indenture of Mortgage, dated as of September 1, 1957,
between VELCO and Bankers Trust Company, as Trustee, as now or hereinafter
amended or supplemented.
NOW, THEREFORE, the parties to this Agreement hereby agree that the 1985
Option Agreement is amended as follows:
1. In all places where the date "December 31, 1988" appears, it is
changed to "December 31, 1996."
2. In all places where the date "October 1, 1988" appears, it is changed
to "October 1, 1996."
This agreement may be executed in counterpart copies which shall be
combined and treated as one original.
IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be executed on its behalf by a duly authorized officer
as of the date first written above.
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
Attest: /s/ Mary Eaton By: /s/ Robert de R. Stein
Its
CITIZENS UTILITIES COMPANY
Attest: /s/ Craig A. Mark By: /s/ James Avery
Its Vice President
GREEN MOUNTAIN POWER COMPANY
Attest: By: /s/ Armand Boucher
Its Vice President
VERMONT ELECTRIC POWER COMPANY, INC.
Attest: /s/ Joyce A. Norris By: /s/ Thomas N. Weis
Its Vice President