Exhibit 10.9
SPONSOR AGREEMENT, dated as of August 1, 1968, among the sponsors of
VERMONT YANKEE NUCLEAR POWER CORPORATION ("Vermont Yankee"), a Vermont
corporation, namely: Central Vermont Public Service Corporation, Green
Mountain Power Corporation, New England Power Company, The Connecticut Light
and Power Company, Central Maine Power Company, Public Service Company of New
Hampshire, The Hartford Electric Light Company, Montaup Electric Company,
Western Massachusetts Electric Company and Cambridge Electric Light Company
(collectively called the "Sponsors").
It is agreed as follows:
1. Relationship Among the Parties
Vermont Yankee has been organized to provide a supply of power to the
Sponsors by the construction of a nuclear electric generating unit of the
boiling water type, which is being designed to have a maximum net capability
of approximately 540 megawatts electric, at a site adjacent to the
Connecticut River at Vernon, Vermont (the unit being herein, together with
the site and all related facilities to be owned by Vermont Yankee, referred
to as the "Unit"). Construction of the Unit is being carried out under
contracts with General Electric Company and Ebasco Services Incorporated.
By separate power contracts (the "Power Contract") and capital funds
agreements (the "Capital Funds Agreement"), all dated as of February 1, 1968,
Vermont Yankee has agreed to sell the entire output of the Unit to the
Sponsors and the Sponsors have agreed to purchase the output and to provide
Vermont Yankee with necessary capital funds. The respective percentages of
the capacity and output of the Unit to be purchased by the Sponsors will be
the same as their respective percentages of stock ownership (exclusive of
directors' qualifying shares) and as of the date of this Agreement are as
follows:
Stock
Sponsors Percentage
Central Vermont Public Service Corporation 35.0%
Green Mountain Power Corporation 20.0%
New England Power Company 20.0%
The Connecticut Light and Power Company 6.0%
Central Maine Power Company 4.0%
Public Service Company of New Hampshire 4.0%
The Hartford Electric Light Company 3.5%
Western Massachusetts Electric Company 2.5%
Montaup Electric Company 2.5%
Cambridge Electric Light Company 2.5%
2. Unanimous Consent to Certain Matters
The Sponsors will not cause or permit Vermont Yankee to take any of the
following actions unless all of the Sponsors consent thereto, by vote or
otherwise:
(a) the amendment in any material respect of any of the Power Contracts
or Capital Funds Agreements;
(b) participation by Vermont Yankee, to a material extent, in any
business other than the generation and sale of electric power; and
(c) the construction by Vermont Yankee of an additional generating unit
or units at the Vernon site or elsewhere.
However, the amendment of particular Power Contracts and Capital Funds
Agreements to effect changes in entitlement and stock percentages of the
Sponsors shall not constitute such a material amendment, if, after the
amendment, the sum of the entitlement percentages of all Sponsors under all
Power Contracts then in force, and the sum of the stock percentages of all
Sponsors under all Capital Funds Agreements then in force, continues to be
100%.
3. Power Entitlement Upon Failure to Provide Additional Capital
If, as the result of any Sponsor's failure to provide capital to Vermont
Yankee as requested by Vermont Yankee pursuant to Sections 4 or 6 of such
Sponsor's Capital Funds Agreement, such Sponsor's entitlement percentage
under its Power Contract is in excess of its "capital percentage" (as
hereinafter defined), then, in such event and so long as such condition
continues, such Sponsor shall, if requested to do so by Sponsors whose
respective entitlement percentages are less than their respective capital
percentages, enter into appropriate arrangements to sell to such Sponsors at
its cost some or all, as such Sponsors may from time to time determine, of
its "excess power" (as hereinafter defined).
For the purposes of this Section, (i) a Sponsor's "capital percentage"
as of any time shall be the percentage which the aggregate amount (whether
paid with respect to the Common Stock or by loans or advances) paid to
Vermont Yankee by the Sponsor under its Capital Funds Agreement bears to the
aggregate amount paid to Vermont Yankee by all of the Sponsors under the
Capital Funds Agreements, and (ii) a Sponsor's "excess power" as of any time
shall be that amount of Vermont Yankee's capacity and net electric output
determined by subtracting such Sponsor's then capital percentage of such
capacity and output from such Sponsor's entitlement percentage of such
capacity and output.
4. Cancellation of Power Contracts and Capital Funds Agreements
If at any time:
(a) Sponsors owning more than 50% of Vermont Yankee's outstanding
Common Stock have canceled their Power Contracts, pursuant to Section 9
thereof, because either (i) the Unit is damaged to the extent of being
completely or substantially completely destroyed, or (ii) the Unit is taken
by exercise of the right of eminent domain or a similar right or power, or
(iii) the Unit cannot be used because of contamination, or because a
necessary license or other necessary public authorization cannot be obtained
or is revoked, or because the utilization of such a license or authorization
is made subject to specified conditions which are not met, and the situation
cannot be rectified to an extent which will permit Vermont Yankee to make
deliveries to the Sponsors from the Unit, and
(b) Vermont Yankee has paid in full, or made adequate provision for the
payment in full of, all its outstanding bonds and notes and other
indebtedness and liabilities, other than its indebtedness to Sponsors for
loans and advances made pursuant to Section 6 of the Capital Funds
Agreements,
then, and in such case, upon the request of any Sponsor who has
theretofore canceled its Power Contract, the Sponsors whose Power Contracts
are still in effect will forthwith cancel their respective Power Contracts
pursuant to Section 9 thereof.
After the events described in (a) and (b) above have occurred, it is
agreed that the Capital Funds Agreement between Vermont Yankee and each
Sponsor shall terminate concurrently with the cancellation of the Power
Contract between said parties and the Sponsors agree to cause Vermont Yankee
to take all action necessary to accomplish such termination.
5. Arbitration
In case any dispute shall arise as to the interpretation or performance
of this Agreement which cannot be settled by mutual agreement, such dispute
shall be submitted to arbitration. The disputing parties shall if possible
agree upon a single arbitrator. In case of failure to agree upon an
arbitrator within 15 days after the delivery by either disputing party to the
other of a written notice requesting arbitration, either disputing party may
request the American Arbitration Association to appoint the arbitrator. The
arbitrator, after opportunity for each of the disputing parties to be heard,
shall consider and decide the dispute and notify the disputing parties in
writing of his decision. Such decision shall be binding upon the disputing
parties, and the expenses of the arbitration shall be borne equally by them.
6. Interpretation
The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Vermont.
7. Addresses
Except as the parties may otherwise agree, any notice, request or other
communication from a party to any other party, relating to this Agreement, or
the rights, obligations or performance of the parties hereunder, shall be in
writing and shall be effective upon delivery to the other party. Any such
communication shall be considered as duly delivered upon the lapse of 48
hours after mailing by registered or certified mail, postage prepaid, to the
respective post office address of the other party shown following the
signature of such other party hereto, or such other post office address as
may be designated by written notice given as provided in this Section 7.
8. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of,
and may be performed by, the corporate successors of the parties. No
assignment of this Agreement, other than to a corporate successor to all or
substantially all the electric business and property of a party, shall
operate to relieve the assignor of its obligations under this Agreement
without the written consent of the remaining parties hereto.
9. Execution in Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one and
the same instrument. This Agreement shall become effective at such time as
counterparts thereof have been executed by each of the parties and it shall
not be a condition to its effectiveness that each of the parties have
executed the same counterpart.
IN WITNESS WHEREOF, the undersigned parties have executed this Sponsor
Agreement by their respective officers thereunto duly authorized as of the
date first above written.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 Grove Street
Rutland, Vermont
By L. Douglas Meredith
President
GREEN MOUNTAIN POWER CORPORATION
1 Main Street
Burlington, Vermont
By Glen M. McKibben
President
NEW ENGLAND POWER COMPANY
441 Stuart Street
Boston, Massachusetts 02116
By Robert F. Krause
President
THE CONNECTICUT LIGHT AND POWER COMPANY
P.O. Box 2010
Hartford, Connecticut 06101
By Sherman R. Knapp
Chairman
CENTRAL MAINE POWER COMPANY
9 Green Street
Augusta, Maine 04330
By W. H. Dunham
President
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
1037 Elm Street
Manchester, New Hampshire
By W. C. Tallman
President
THE HARTFORD ELECTRIC LIGHT COMPANY
P.O. Box 2370
Hartford, Connecticut 06101
By Joseph R. McCormick
President
WESTERN MASSACHUSETTS ELECTRIC COMPANY
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
By Robert E. Barrett, Jr.
President
MONTAUP ELECTRIC COMPANY
P.O. Box 2333
Boston, Massachusetts 02107
By R. F. Dinnie
Vice President
CAMBRIDGE ELECTRIC LIGHT COMPANY
130 Austin Street
Cambridge, Massachusetts 02133
By John F. Rich
President