Exhibit 10.4
STOCKHOLDER AGREEMENT, dated December 10, 1958, between Yankee Atomic
Electric Company ("Yankee") and [the names of Stockholders appear in the
attached Appendix] (the "Stockholder").
Yankee is a Massachusetts electric company, organized in 1954,
which has undertaken the construction and operation of a nuclear power
plant of approximately 134,000 kilowatts net electrical capacity, to
be located at Rowe, Massachusetts (the "plant"). Construction of the
plant is now under way, with completion scheduled for 1960. The plant
is expected to be the first nuclear power plant in New England and one
of the first in the nation. Because of its importance in the
development of commercial nuclear power, it is one of the projects
included in the Atomic Energy Commission's Power Demonstration Reactor
Program.
By separate contracts, Yankee will agree to sell the entire net
electrical output of the plant to the New England utility companies
which are its stockholders, and to make available to them such
information as may from time to time be useful to them as a result of
Yankee's experience in the design, planning, construction, and
operation of a demonstration nuclear power plant. The percentages of
Yankee's presently outstanding stock held by these companies and the
percentages of the output of the plant to be purchased by them are as
follows:
Stock Power
Percentage Percentage
New England Power Company 30.0% 30.0%
The Connecticut Light and Power Company 15.0 15.0
Boston Edison Company 9.5 9.5
Central Maine Power Company 9.5 --
The Hartford Electric Light Company 9.5 9.5
Western Massachusetts Electric Company 7.0 7.0
Public Service Company of New Hampshire 7.0 16.5*
Montaup Electric Company 4.5 4.5
New Bedford Gas and Edison Light Company 2.5 2.5
Cambridge Electric Light Company 2.0 2.0
Central Vermont Public Service Corp. 3.5 3.5
100.0% 100.0%
*Public Service Company of New Hampshire proposes to enter into
arrangements to supply power to Central Maine Power Company in amounts
equivalent to 9.5% of the net electrical output of the Yankee plant,
after appropriate allowance for transmission losses.
Yankee's present capitalization consists of $8,000,000 of common
capital stock, which has been purchased for cash at par by the
foregoing stockholders. Yankee's estimated capital requirements
aggregate $57,000,000, which Yankee proposes to finance through the
issuance of senior securities to provide funds of $37,000,000 and
additional capital stock to provide total equity funds of $20,000,000.
In consideration of the foregoing, of similar stockholder
agreements executed by others, and of the mutual covenants contained
herein, the parties agree as follows:
1. From time to time prior to plant completion date when additional
shares of its capital stock are offered by Yankee to its stockholders for
subscription, and until the total amount of Yankee's capital stock and
capital stock premium accounts, together with any amounts to be received
upon the issue and sale of the shares then being offered for subscription,
shall aggregate $20,000,000, the Stockholder will subscribe for, and
thereafter will purchase, its stock percentage of such shares, at a price
not less than the par value thereof, payable in cash on such terms and at
such times as may be specified by Yankee when said shares are offered for
subscription. If any additional shares of its capital stock are offered by
Yankee to its stockholders to meet all or any part of the excess capital
requirements of the project, the Stockholder will in like manner subscribe
for and purchase its stock percentage thereof.
The "plant completion date" shall be the date on which Yankee shall
have placed the plant in satisfactory operation, as determined by Yankee's
board of directors and evidenced by notice to its stockholders.
The "excess capital requirements of the project" shall be such capital
requirements in excess of $57,000,000 as Yankee may require to complete
construction of the plant and place it in satisfactory operation and to
provide adequate working capital for the continued operation of plant, as
determined by Yankee's board of directors at any time or from time to time
prior to the plant completion date and evidenced by notice to its
stockholders.
2. Yankee will proceed with due diligence with the construction and
operation of the plant, and will keep the Stockholder currently informed as
to the progress of the project and its anticipated capital requirements.
Yankee will use its best efforts to complete construction of the plant on
the presently estimated construction schedule (and in any event prior to
January 1, 1962) and within the limits of present costs estimates.
3. The obligations of the Stockholder hereunder are subject to the
following conditions:
(a) That all necessary regulatory approvals shall have been received
for the issue and sale by Yankee of any shares of its capital stock which
it may from time to time offer to its stockholders for subscription, and
for the acquisition by the Stockholder of its stock percentage of such
shares; and
(b) That Yankee shall have entered into contracts for the issue and
sale of its senior securities sufficient to provide capital funds
aggregating $37,000,000, and that no regulatory approvals necessary for the
issue and sale of such senior securities shall have been denied or revoked,
or granted upon conditions unacceptable to Yankee.
The parties will use their best efforts to obtain, or to assist in
obtaining, the foregoing regulatory approvals.
4. The Stockholder acknowledges notice of the restrictions on stock
transfer contained in Article IV, section 3 of Yankee's bylaws, and agrees
to be bound by said provisions with respect to all shares of Yankee's
capital stock which it now owns or may hereafter acquire.
5. This agreement, and the obligations of the parties hereunder, shall
terminate if the stockholders of Yankee, by vote of not less than 75% in
interest of the outstanding stock having general voting rights, shall vote
to discontinue and the construction or operation of the plant or to
liquidate Yankee and wind up its affairs.
6. This agreement is the corporate act and obligation of the parties
hereto, and any claim hereunder against any stockholder, director or
officer of either party, as such, is expressly waived.
IN WITNESS WHEREOF the parties have executed this agreement as a
sealed instrument by their respective officers thereunto duly authorized,
as of the date first above written.
YANKEE ATOMIC ELECTRIC COMPANY
By ____________________________________
ATTEST:
______________________________
_______________________________________
(Stockholder)
By ___________________________________
ATTEST:
_______________________________
[Forms of signatures appear in the attached Appendix.]
APPENDIX
Separate Stockholder Agreements were entered into, identical in form
with the foregoing except as to the execution thereof and except that on
page 1 the names of the respective Stockholders were inserted.
The Stockholder Agreements were executed by the parties thereto, under
their corporate seals, as follows:
YANKEE ATOMIC ELECTRIC COMPANY
ATTEST: By WILLIAM WEBSTER, President
D. G. ALLEN, Asst. Clerk
NEW ENGLAND POWER COMPANY
ATTEST: By ROBERT F. KRAUSE, President
JOSEPH X. CORBETT, Clerk
THE CONNECTICUT LIGHT AND POWER
COMPANY
ATTEST: By SHERMAN R, KNAPP, President
R. F. PROBST, Secretary
BOSTON EDISON COMPANY
ATTEST: By THOMAS G. DIGNAN, President
EDWIN J. LEE, Clerk
CENTRAL MAINE POWER COMPANY
ATTEST: By W. F. WYMAN, President
NATHANIEL W. WILSON, Secretary
THE HARTFORD ELECTRIC LIGHT COMPANY
ATTEST: By R. A. GIBSON, President
C. T. DWIGHT
WESTERN MASSACHUSETTS ELECTRIC
COMPANY
ATTEST: By HOWARD J. CADWELL, President
JAMES GRAY, Clerk
PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE
ATTEST: By A. R. SCHILLER, President
ANABELLE LANDERS, Secretary
MONTAUP ELECTRIC COMPANY
ATTEST: By GUIDO R. PERERA, President
R. M. KEITH, Clerk
NEW BEDFORD GAS AND EDISON LIGHT
COMPANY
ATTEST: By JOHN F. RICH, President
R. E. ROLLS, Clerk
CAMBRIDGE ELECTRIC LIGHT COMPANY
ATTEST: By JOHN F. RICH, President
R. E. ROLLS, Clerk
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
ATTEST: By ALBERT A. CREE, President
R. VANBUSKIRK, Clerk