fm8kvvbpa.htm

Central Vermont Public Service Corporation (the "Company") has entered into a Bond Purchase Agreement among the Company, the Vermont Economic Development Authority (“VEDA”) and KeyBanc Capital Markets Inc. (the “Underwriter”) dated as of November 18, 2010 (the "Bond Purchase Agreement"). Pursuant to the Bond Purchase Agreement, on or about December 2,, 2010, VEDA agrees to sell, and the Underwriter agrees to purchase, $30,000,000 Recovery Zone Facility Bonds, Central Vermont Public Service Corporation Issue, Series 2010 (the “VEDA Bonds”). The VEDA Bonds are being issued for the purpose of providing funds to pay, or reimbursing the Company for paying, certain capital improvements to the Company’s facilities (the “Project”).

The Company intends to issue $30,000,000 aggregate principal amount of its First Mortgage 5.00% Bonds, Series VV due December 15, 2020 (the "Bonds") on terms identical to the VEDA Bond terms. The Bonds will be issued as evidence of, and security for, the Company’s obligation to VEDA to repay the loan of proceeds of the $30,000,000 VEDA Bonds, which will be evidenced by a Loan and Trust Agreement dated on or about December 1, 2010 (the “Loan Agreement”), among the State of Vermont, acting by and through VEDA, the Company, and the Trustee. The Bonds will be issued pursuant to the Company's Indenture of Mortgage dated as of October 1, 1929, as amended and supplemented by supplemental indentures, including a Forty-Seventh Supplemental Indenture, to be dated on or about December 1, 2010 (the "Supplemental Indenture"), from the Company to U.S. Bank National Association, as trustee ("Trustee") (as so amended and supplemented, the "Indenture"). The Indenture is, and as amended will be, a first mortgage lien on substantially all of the Company's utility properties. The Company's issuance of the Bonds was approved by the Vermont Public Service Board by order entered July 14, 2010 in Docket No. 7620.

The Bonds will carry an interest rate of 5.00% per annum, which will be payable semi-annually on June 15 and December 15, commencing June 15, 2011. The Bonds will be subject to redemption from excess funds in the Project Fund, as defined in and established under the Loan Agreement, or, at the option of the Company, in the event that there is damage to or destruction or taking of the Project that produces proceeds of insurance or condemnation awards. The Indenture, the Bonds and the Supplemental Indenture will contain customary events of default. If an "Event of Default" (as defined in the Indenture) occurs and is continuing, the Trustee or the "holders of Bonds" (as defined in the Indenture) of not less than 25% in aggregate principal amount of the Bonds outstanding may declare the principal amount of all the Bonds to be due and payable immediately. A copy of the 44th Supplemental Indenture, dated as June 15, 2004, which amended and restated the Indenture in its entirety, is on file with the SEC as Exhibit 4.4 (originally 4-63, Form 10-Q, June 30, 2004, File No. 1-8222) , and is incorporated herein by reference.

The VEDA Bonds will be issued and sold in reliance on exemptions from registration under the Securities Act of 1933, as amended. THIS IS NOT AN OFFER TO SELL THE VEDA BONDS OR ANY COMPANY SECURITIES. Information contained herein is not an offer to sell the VEDA Bonds or any Company securities or the solicitation of an offer to buy such VEDA Bonds or securities, nor shall there be any sale of such VEDA Bonds or securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Bond Purchase Agreement is attached hereto as Exhibit 4.9 and is incorporated herein by reference.

Statements contained herein that are not historical fact are forward-looking statements within the meaning of the ‘safe-harbor’ provisions of the Private Securities Litigation Reform Act of 1995. Whenever used in this document and the attached exhibits, the words “estimate,” “expect,” “believe,” or similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. Actual results will depend upon, among other things, the actions of regulators, performance of the Vermont Yankee nuclear power plant, effects of and changes in weather and economic conditions, volatility in wholesale power markets, our ability to maintain our current credit ratings, the performance of our unregulated business, and other considerations such as the operations of ISO-New England, changes in the cost or availability of capital, authoritative accounting guidance, and the effect of the volatility in the equity markets on pension benefit and other costs. We cannot predict the outcome of any of these matters; accordingly, there can be no assurance that such indicated results will be realized. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit Number	Description of Exhibit
4.9	Bond Purchase Agreement, dated as of November 18, 2010, among the Company, VEDA and the Underwriter.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

By	/s/ Pamela J. Keefe Pamela J. Keefe Senior Vice President, Chief Financial Officer, and Treasurer
November 19, 2010

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits.