Exhibit 10.6
[Composite Conformed Copy]
STOCKHOLDER AGREEMENT, dated as of May 20, 1968, among the stockholders
of MAINE YANKEE ATOMIC POWER COMPANY ("Maine Yankee"), a Maine corporation,
namely:
State of
Stockholder Incorporation
Central Maine Power Company Maine
New England Power Company Massachusetts
The Connecticut Light and Power Company Connecticut
Bangor Hydro-Electric Company Maine
Maine Public Service Company Maine
Public Service Company of New Hampshire New Hampshire
Cambridge Electric Light Company Massachusetts
Montaup Electric Company Massachusetts
The Hartford Electric Light Company Connecticut
Western Massachusetts Electric Company Massachusetts
Central Vermont Public Service Corporation Vermont
(hereinafter referred to collectively as the "Stockholders" and individually
as the "Stockholder").
It is agreed as follows:
1. Relationship Among the Parties
Maine Yankee has been organized to provide for the supply of power to
the Stockholders. It has commenced construction of a nuclear electric
generating unit of the pressurized water type, designed to have a capability
of approximately 800 megawatts electric, at a site on tidewater in the Town
of Wiscasset, Maine (such unit being herein, together with the site and all
related facilities to be owned by Maine Yankee, referred to as the "Unit").
Construction of the Unit is now being carried out under contracts with
Combustion Engineering, Inc. and Westinghouse Electric Corporation for
certain major systems of equipment and Stone and Webster Engineering
Corporation as Architect-Engineer.
By separate power contracts (the "Power Contracts") and capital funds
agreements (the "Capital Funds Agreements"), Maine Yankee is agreeing to sell
the entire output of the Unit to the Stockholders and the Stockholders are
agreeing to purchase such output and to provide Maine Yankee with necessary
capital funds. The respective percentages of the capacity and output of the
Unit to be purchased by the Stockholders will be the same as their respective
percentages of stock ownership as follows:
Stock
Stockholders Percentage
Central Maine Power Company 38%
New England Power Company 20%
The Connecticut Light and Power Company 8%
Bangor Hydro-Electric Company 7%
Maine Public Service Company 5%
Public Service Company of New Hampshire 5%
Cambridge Electric Light Company 4%
Montaup Electric Company 4%
The Hartford Electric Light Company 4%
Western Massachusetts Electric Company 3%
Central Vermont Public Service Corporation 2%
2. Unanimous Consent to Certain Matters
The Stockholders will not cause or permit Maine Yankee to take any of
the following actions unless the holders at the time of all of Maine Yankee's
outstanding common stock consent thereto, by vote or otherwise:
(a) the amendment in any material respect of any of the Power Contracts
or Capital Funds Agreements;
(b) the construction by Maine Yankee of an additional generating unit
or units at the Wiscasset site or elsewhere; and
(c) participation by Maine Yankee, to a material extent, in any
business other than the generation and sale of electric power.
However, the amendment of particular Power Contracts and Capital Funds
Agreements to effect changes in entitlement and stock percentages of the
Stockholders shall not constitute such a material amendment, if, after the
amendment, the sum of the entitlement percentages of all Stockholders under
all Power Contracts then in force, and the sum of the stock percentages of
all Stockholders under all Capital Funds Agreements then in force, continues
to be 100%.
3. Consent to Construction of Additional Units by Others
The Stockholders will not cause or permit Maine Yankee to make any
arrangement with respect to the construction and/or operation by one or more
persons other than Maine Yankee of an additional generating unit or units at
the Wiscasset site unless the holders at the time of at least 60% of Maine
Yankee's outstanding common stock consent thereto by vote. However, if the
holders at the time of at least 60% of Maine Yankee's outstanding common
stock vote to consent to such a proposed arrangement at a meeting of
Stockholders duly held on at least 30 days' notice which shall specify in
reasonable detail the proposed arrangement to be voted on, Maine Yankee may
give effect to such arrangement by selling, leasing or otherwise transferring
a portion of the site and of the facilities included in the Unit to one or
more other persons proposing to construct an additional generating unit or
units at the site, and by contracting with such person or persons with
respect to operating the same and other matters.
4. Power Entitlement Upon Failure to Provide Additional Capital
If, as the result of any Stockholder's failure to provide capital to
Maine Yankee as requested by Maine Yankee pursuant to Sections 4 or 6 of such
Stockholder's Capital Funds Agreement, such Stockholder'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 Stockholder shall, if requested to do so by Stockholders
whose respective entitlement percentages are less than their respective
capital percentages, enter into appropriate arrangements to sell to such
Stockholders at its cost some or all, as such Stockholders may from time to
time determine, of its "excess power" (as hereinafter defined).
For the purposes of this Section, (i) a Stockholder's "capital
percentage" as of any time shall be the percentage which the aggregate amount
(whether paid with respect to the Common Stock, by capital contributions, by
loans or by advances, paid to Maine Yankee by the Stockholder under its
Capital Funds Agreement bears to the aggregate amount paid to Maine Yankee by
all of the Stockholders under the Capital Funds Agreements, and (ii) a
Stockholder's "excess power" as of any time shall be that amount of Maine
Yankee's capacity and net electric output determined by subtracting such
Stockholder's then capital percentage of such capacity and output from such
Stockholder's entitlement percentage of such capacity and output.
5. Cancellation of Power Contracts
If at any time:
(a) Stockholders owning more than 50% of Maine Yankee's outstanding
common stock have canceled their Power Contracts pursuant to Section 9
thereof, and
(b) Maine 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 Stockholders for
loans and advances made pursuant to Section 6 of the Capital Funds
Agreements,
then, and in such case, upon the request of any Stockholder who has
theretofore so canceled its Power Contract, the Stockholders whose Power
Contracts are still in effect will forthwith cancel their respective Power
Contracts pursuant to Section 9 thereof. Upon occurrence of (a) and (b)
above and cancellation of all Power Contracts, the Capital Funds Agreements
shall terminate forthwith and the Stockholders shall cause Maine Yankee to
confirm such termination.
6. Arbitration
In case any dispute shall arise as to the interpretation or performance
of this contract which cannot be settled by agreement among the parties and
which may be finally determined by arbitration under the law of the State of
Maine then in effect, such dispute shall be submitted to arbitration, and
arbitration of such dispute shall be a condition precedent to any action at
law or suit in equity that can be brought. The 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 any party to the other
parties of a written notice requesting arbitration, any party may request the
American Arbitration Association to appoint the arbitrator. The arbitrator,
after opportunity for each of the parties to be heard, shall consider and
decide the dispute and notify the parties in writing of his decision. The
expenses of the arbitration shall be borne equally by the parties.
7. Interpretation
The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Maine.
8. 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
post office address of the other party shown following the signature of such
other party hereto, or such other address as may be designated by written
notice given as provided in this Section 8.
9. 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.
10. 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
Stockholder Agreement by their respective officers thereunto duly authorized
as of the date first above written.
CENTRAL MAINE POWER COMPANY
9 Green Street
Augusta, Maine
By W. H. Dunham
President
NEW ENGLAND POWER COMPANY
441 Stuart Street
Boston, Massachusetts
By Robert F. Krause
President
THE CONNECTICUT LIGHT AND POWER COMPANY
P.O. Box 2010
Hartford, Connecticut
By S. R. Knapp
Chairman
BANGOR HYDRO-ELECTRIC COMPANY
33 State Street
Bangor, Maine
By R. N. Haskell
President
MAINE PUBLIC SERVICE COMPANY
209 State Street
Presque Isle, Maine
By C. Hazen Stetson
Chairman of the Board
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
1087 Elm Street
Manchester, New Hampshire
By W. C. Tallman
President
CAMBRIDGE ELECTRIC LIGHT COMPANY
130 Austin Street
Cambridge, Massachusetts
By John F. Rich
President
MONTAUP ELECTRIC COMPANY
P.O. Box 2333
Boston, Massachusetts
By Guido R. Perera
President
THE HARTFORD ELECTRIC LIGHT COMPANY
P.O. Box 2370
Hartford, Connecticut
By C. L. Derrick
Chairman
WESTERN MASSACHUSETTS ELECTRIC COMPANY
174 Brush Hill Avenue
West Springfield, Massachusetts
By Robert E. Barrett, Jr.
President
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 Grove Street
Rutland, Vermont
By L. Douglas Meredith
President