Exhibit 10.21.1
AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
POOLING OF GENERATION AND TRANSMISSION
THIS AGREEMENT, dated as of February 2, 1982, is entered into by and
among The Connecticut Light and Power Company, The Hartford Electric Light
Company, Holyoke Power and Electric Company, Holyoke Water Power Company
and Western Massachusetts Electric Company (the "Companies") to amend an
agreement by and among the Companies entitled: MEMORANDUM OF
UNDERSTANDING -- POOLING OF GENERATION AND TRANSMISSION, dated as of
June 1, 1970 (hereinafter called the "NUG&T Agreement").
The Companies agree as follows:
1. Section 5 of the NUG&T Agreement is amended to read in the manner
shown on the attached revised pages 6, 7, and 8 of the NUG&T Agreement.
2. Schedule A to the NUG&T Agreement, consisting of 2 pages and
entitled: "DETERMINATION OF INVESTMENT RETURN," is amended to read in the
manner shown on the attached revised Schedule A.
3. This Agreement, and the amendments provided in 1 and 2 above,
shall become effective on April 5, 1982, or on such later date as the
Federal Energy Regulatory Commission shall specify; provided, however, that
if the Federal Energy Regulatory Commission shall order a hearing and
suspend the effectiveness of the amendments provided herein for any period,
then this Agreement and such amendments shall not become effective until
the Commission's order following such hearing becomes final and is no
longer subject to judicial review.
IN WITNESS WHEREOF, each of the Companies has caused this Agreement to
be executed by its duly authorized representative, as of this 2nd day of
February, 1982.
THE CONNECTICUT LIGHT AND POWER COMPANY
By /s/ W. A. Hunt
Its Vice President--
Revenue Requirements
THE HARTFORD ELECTRIC LIGHT COMPANY
By /s/ W. A. Hunt
Its Vice President--
Revenue Requirements
HOLYOKE POWER AND ELECTRIC COMPANY
By /s/ W. A. Hunt
Its Vice President--
Revenue Requirements
HOLYOKE WATER POWER COMPANY
By /s/ W. A. Hunt
Its Vice President--
Revenue Requirements
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By /s/ W.A. Hunt
amounts are fixed, they shall be reflected in a supplement to this
Memorandum.
The amount which any of the Companies is required to pay, or entitled
to receive, under Section 3 each month shall be increased or decreased, as
appropriate, by one-twelfth of (i) 75% of its adjustment amount, as so
fixed, during the initial twelve months of the term of this Memorandum,
(ii) 50% of such adjustment amount during the second twelve months of the
term, and (iii) 25% of such adjustment amount during the third twelve
months of the term. No adjustment shall be made thereafter.
SECTION 5. DEFINITIONS.
The Companies participate in the New England Power Pool (NEPOOL)
pursuant to the NEPOOL Agreement, dated September 1, 1971, which superseded
the NEPEX Agreement. All references in Sections 2 through 8 of this
Memorandum to the NEPEX Agreement shall be interpreted to be references to
the NEPOOL Agreement, as amended, and as used in this Memorandum and all
schedules and supplements hereto the terms NEPEX, Annual Peak, Load, and
Unit Adjusted Contrast shall have the meanings specified for them in the
NEPOOL Agreement, as amended.
Further, as used in the Memorandum and all schedules and supplements
hereto the following items have the following respective meanings:
(a) Backbone Transmission: (i) all transmission lines 69KV and above
except radial tap lines and other lines which serve principally local load
and contribute little or no parallel capability to the interconnected
system, and (ii) necessary linkages (including substation facilities such
as transformers, circuit breakers and associated equipment) required to
connect such lines to each other or to connect generation to such lines.
(b) Investment: as applied to any facility or facilities, means the
original cost thereof as shown on the books of the owner thereof at the
applicable time (including the cost of any betterments, improvements and
additions thereto and excluding the cost of any retirements therefrom).
(c) Net Investment: as applied to any facility or facilities, means
the Investment therein at the applicable time less the net amount of
depreciation accumulated and less the net amount of deferred income taxes
accumulated with respect to investments made subsequent to December 31,
1981, in such facility or facilities and plus the net amount of deferred
income taxes accumulated subsequent to December 31, 1981, with respect to
the recovery of estimated costs of final dismantlement and decontamination
applicable to nuclear production facilities.
(d) Depreciable Investment: as applied to any facility or
facilities, means such part of the Investment therein at the applicable
time as reflects the portion thereof which is depreciable in accordance
with generally accepted accounting principles.
(e) Operation and Maintenance Expense: as applied to any facility or
facilities, means the actual expense of operating and maintaining such
facility or facilities (being those amounts, other than amounts
representing Fuel Expense, which are properly charged by the owner to power
production or transmission expense accounts under the Uniform System of
Accounts prescribed by the Federal Power Commission for Class A and Class B
Public Utilities and Licensees and which are properly allocable to the
facility or facilities), plus an appropriate amount to cover applicable
administrative and general expense with respect thereto.
(f) Depreciation Expense: as applied to any facility or facilities,
means an appropriate allowance to cover depreciation and obsolescence of
the Depreciable Investment therein as fixed by the owner in accordance with
its established practices.
(g) Property Tax Expense: as applied to any facility or facilities,
means an appropriate allowance to cover property taxes incurred with
respect thereto as fixed by the owner in accordance with its established
practices.
(h) Investment Return: as applied to any facility or facilities,
means an appropriate amount to cover capital costs with respect thereto,
and, in the case of a generating unit, fuel inventory and other materials
and supplies for the unit, determined in the manner provided in the
appropriate schedule or supplement to this Memorandum.
(i) Income Tax Expense: as applied to any facility or facilities,
means Federal or state income or other taxes related to Investment Return
with respect to such facility or facilities, or the investment therein and
shall reflect any applicable tax credits related to investments made
subsequent to December 31, 1981, in such facility or facilities ratably
over the remaining service life of such facilities.
(j) Fuel Expense: as applied to any facility or facilities, means
the amount which is properly charged by the owner thereto the appropriate
fuel expense account under the Uniform System of Accounts prescribed by the
Federal Power Commission for Class A and Class B Public Utilities and
Licensees and which is properly allocable to such facility or facilities.
SECTION 6. REIMBURSEMENT OF CERTAIN TAXES.
If at any time any of the Companies is required by any state or local
governmental authority to pay a gross revenue or other similar tax with
respect to payments made to it under this Memorandum by any other Company,
the Company paying the tax shall be promptly reimbursed by such other
Company for the amount of the tax.
SCHEDULE A
DETERMINATION OF INVESTMENT RETURN
"Investment Return" for any year shall be determined individually for
each of the Companies for purposes of the foregoing Memorandum by
multiplying the amount of its Net Investment in generation and Backbone
Transmission by its composite cost of capital. A Company's composite cost
of capital shall be computed on the basis of (a) its costs, expressed in
percentages, for (i) bonds and other long-term indebtedness and
(ii) preferred stock, and (iii) a return on its common equity, which is for
this purpose agreed to be 16.00%. These costs shall be combined in
accordance with the following formula to determine the Company's composite
cost of capital:
composite cost of capital = AxB + CxD + ExF
in which: A = the Company's cost for long-term indebtedness
B = the percentage of the Company's capitalization
represented by long-term indebtedness
C = the Company's cost for preferred stock
D = the percentage of the Company's capitalization
represented by preferred stock
E = the Company's return on common equity
F = the percentage of the Company's capitalization
represented by common equity
For purposes of the foregoing formula and this Schedule A, a Company's
capitalization consists of its long-term indebtedness, preferred stock and
common equity, and the percentage of capitalization represented by each of
the components thereof, shall be rounded off to the nearest whole number.
A Company's cost of long-term indebtedness for purposes of this
Schedule is the weighted average of the costs of its various issues of
long-term indebtedness. The cost of an issue of long-term indebtedness
shall be computed in accordance with the following formula:
(Discount or (Premium)+Company
+ Expenses of Issue) 100
Coupon or Interest Rate (%)xPrincipal Amount) Years to Maturity
Principal Amount - (Discount or (Premium) + Company Expenses of Issue)
A Company's cost of preferred stock for purposes of this Schedule is
the weighted average of the costs of its various issues of preferred stock.
The cost of an issue of preferred stock shall be computed in accordance
with the following formula:
Cost of Issue in Percent =
(Dividend Rate (%)xAggregate Par or Stated Value)
(Proceeds to Company from Underwriter or Investor -
Company Expenses of Issue
Each Company's Investment Return for a year shall be computed
initially at the beginning of the year on the basis of its Net Investment
in generation and Backbone Transmission and its composite cost of capital
as of the beginning of the year. The Investment Return, as so computed,
shall be re-computed each time that a substantial change in generation or
Backbone Transmission utility plant in service accounts occurs during the
year and at such other times as the Companies mutually agree is
appropriate.
The usage in this Schedule of terms which are defined in the foregoing
Memorandum is in accordance with the definitions thereof in the Memorandum.
CERTIFICATE OF CONCURRENCE
OF
THE HARTFORD ELECTRIC LIGHT COMPANY
This is to certify that The Hartford Electric Light Company assents to
and concurs in the rate schedule change described below which is being
filed concurrently herewith by The Connecticut Light and Power Company, and
The Hartford Electric Light Company hereby files this Certificate of
Concurrence in lieu of filing such rate schedule change:
AMENDMENT dated February 2, 1982, to MEMORANDUM OF UNDERSTANDING --
POOLING OF GENERATION AND TRANSMISSION dated as of June 1, 1970, by
and among The Connecticut Light and Power Company, The Hartford
Electric Light Company, Holyoke Power and Electric Company, Holyoke
Water Power Company and Western Massachusetts Electric Company
The Hartford Electric Light Company also assents to and concurs in the
information and supporting data which are being filed with such rate
schedule change, insofar as such information and supporting data relate to
The Hartford Electric Light Company, and respectfully requests that such
information and supporting data be deemed to have been submitted by The
Hartford Electric Light Company.
The Hartford Electric Light Company also joins in the request that
such rate schedule change be permitted to become effective on April 5,
1982, and advises the Commission that is has agreed with the other NU
Companies that, in the event that the Commission should order a hearing and
suspend the effectiveness of the rate schedule change for any period, the
rate schedule change shall not become effective until the Commission's
order following such hearing becomes final.
THE HARTFORD ELECTRIC LIGHT COMPANY
By /s/ W. A. Hunt
February 2, 1982
CERTIFICATE OF CONCURRENCE
OF
HOLYOKE WATER POWER COMPANY
This is to certify that Holyoke Water Power Company assents to and
concurs in the rate schedule change described below which is being filed
concurrently herewith by The Connecticut Light and Power Company, and
Holyoke Water Power Company hereby files this Certificate of Concurrence in
lieu of filing such rate schedule change:
AMENDMENT dated February 2, 1982, to MEMORANDUM OF UNDERSTANDING --
POOLING OF GENERATION AND TRANSMISSION dated as of June 1, 1970, by
and among The Connecticut Light and Power Company, The Hartford
Electric Light Company, Holyoke Power and Electric Company, Holyoke
Water Power Company and Western Massachusetts Electric Company
Holyoke Water Power Company also assents to and concurs in the
information and supporting data which are being filed with such rate
schedule change, insofar as such information and supporting data relate to
Holyoke Water Power Company, and respectfully requests that such
information and supporting data be deemed to have been submitted by Holyoke
Water Power Company.
Holyoke Water Power Company also joins in the request that such rate
schedule change be permitted to become effective on April 5, 1982, and
advises the Commission that is has agreed with the other NU Companies that,
in the event that the Commission should order a hearing and suspend the
effectiveness of the rate schedule change for any period, the rate schedule
change shall not become effective until the Commission's order following
such hearing becomes final.
HOLYOKE WATER POWER COMPANY
By /s/ W. A. Hunt
February 2, 1982
CERTIFICATE OF CONCURRENCE
OF
HOLYOKE POWER AND ELECTRIC COMPANY
This is to certify that Holyoke Power and Electric Company assents to
and concurs in the rate schedule change described below which is being
filed concurrently herewith by The Connecticut Light and Power Company, and
Holyoke Power and Electric Company hereby files this Certificate of
Concurrence in lieu of filing such rate schedule change:
AMENDMENT dated February 2, 1982, to MEMORANDUM OF UNDERSTANDING --
POOLING OF GENERATION AND TRANSMISSION dated as of June 1, 1970, by
and among The Connecticut Light and Power Company, The Hartford
Electric Light Company, Holyoke Power and Electric Company, Holyoke
Water Power Company and Western Massachusetts Electric Company
Holyoke Power and Electric Company also assents to and concurs in the
information and supporting data which are being filed with such rate
schedule change, insofar as such information and supporting data relate to
Holyoke Power and Electric Company, and respectfully requests that such
information and supporting data be deemed to have been submitted by Holyoke
Power and Electric Company.
Holyoke Power and Electric Company also joins in the request that such
rate schedule change be permitted to become effective on April 5, 1982, and
advises the Commission that is has agreed with the other NU Companies that,
in the event that the Commission should order a hearing and suspend the
effectiveness of the rate schedule change for any period, the rate schedule
change shall not become effective until the Commission's order following
such hearing becomes final.
HOLYOKE POWER AND ELECTRIC COMPANY
By /s/ W. A. Hunt
February 2, 1982
CERTIFICATE OF CONCURRENCE
OF
WESTERN MASSACHUSETTS ELECTRIC COMPANY
This is to certify that Western Massachusetts Electric Company assents
to and concurs in the rate schedule change described below which is being
filed concurrently herewith by The Connecticut Light and Power Company, and
Western Massachusetts Electric Company hereby files this Certificate of
Concurrence in lieu of filing such rate schedule change:
AMENDMENT dated February 2, 1982, to MEMORANDUM OF UNDERSTANDING --
POOLING OF GENERATION AND TRANSMISSION dated as of June 1, 1970, by
and among The Connecticut Light and Power Company, The Hartford
Electric Light Company, Holyoke Power and Electric Company, Holyoke
Water Power Company and Western Massachusetts Electric Company
Western Massachusetts Electric Company also assents to and concurs in
the information and supporting data which are being filed with such rate
schedule change, insofar as such information and supporting data relate to
Western Massachusetts Electric Company, and respectfully requests that such
information and supporting data be deemed to have been submitted by Western
Massachusetts Electric Company.
Western Massachusetts Electric Company also joins in the request that
such rate schedule change be permitted to become effective on April 5,
1982, and advises the Commission that is has agreed with the other NU
Companies that, in the event that the Commission should order a hearing and
suspend the effectiveness of the rate schedule change for any period, the
rate schedule change shall not become effective until the Commission's
order following such hearing becomes final.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By /s/ W. A. Hunt
February 2, 1982