EXHIBIT 10.2f
2000 AMENDATORY AGREEMENT
This Agreement, dated as of the 28th day of July, 2000, is entered into by
and between Connecticut Yankee Atomic Power Company ("Connecticut Yankee") and
The United Illuminating Company ("Purchaser").
For good and valuable consideration, the receipt of which is hereby
acknowledged, it is agreed as follows:
1. BASIC UNDERSTANDINGS
--------------------
On April 7, 2000, upon direction from its Board of Directors, Connecticut
Yankee filed an Offer of Settlement in a proceeding before the Federal Energy
Regulatory Commission ("FERC"), Docket No. ER97-913-000, to settle the claims
related to the collections to be made by Connecticut Yankee over the remaining
terms of the Additional Power Contract, between Connecticut Yankee and the
Purchaser, dated as of April 30, 1984 ("Additional Power Contract"), the 1987
Supplementary Power Contract between Connecticut Yankee and the Purchaser, dated
as of April 1, 1987 ("1987 Supplementary Power Contract"), and the December 4,
1996 Amendatory Agreement between Connecticut Yankee and Purchaser, which
amended the 1987 Supplementary Power Contract and the Additional Power Contract
in various respects (the "1996 Amendatory Agreement"). The Offer of Settlement
specifies that, if it is approved by FERC, Connecticut Yankee will implement
necessary amendments to contracts between Connecticut Yankee and the Purchaser
to effectuate the provisions of the Offer of
<PAGE>
2
Settlement. Among the provisions of the Offer of Settlement is a requirement
that Connecticut Yankee abandon the use of the net unit investment methodology
for calculating collections from its Purchasers for return on remaining equity.
The new methodology to be used for each monthly bill to a Purchaser is simply to
multiply the remaining equity balance times the monthly equivalent return on
equity allowed by FERC. The Offer of Settlement also provides that funds
previously collected by Connecticut Yankee for its pre-1983 spent nuclear fuel
disposal liability to the U.S. Department of Energy ("DOE") and held in a
segregated fund established pursuant to the 1987 Supplementary Power Contract,
may be used to pay the costs of storing spent nuclear fuel on-site until the DOE
removes it. Finally, the Offer of Settlement provides that Connecticut Yankee
must make an informational filing with FERC in advance of any acceleration of
recovery of unamortized investment as contemplated under the terms and
conditions of Section 3, Part D(iii) of the 1996 Amendatory Agreement.
In order to carry out the obligations undertaken in the Offer of
Settlement, Connecticut Yankee and the Purchaser have agreed (a) to authorize
the application of monies held in the segregated fund to meet costs of storing
spent nuclear fuel and associated high level radioactive materials; (b) to
change the methodology employed for calculating collections for return on
equity; and (c) to require an advance informational filing be made with FERC
prior to acceleration of amortization.
<PAGE>
3
2. PRIOR CONTRACTS PRESERVED
-------------------------
Except as expressly modified by this Agreement, the provisions of the
Additional Power Contract, the 1987 Supplementary Power Contract, as amended by
the 1996 Amendatory Agreement, as well as the 1996 Amendatory Agreement, remain
in full force and effect, recognizing that the mutually accepted decision to
shut down the Unit renders moot those provisions which by their terms relate
solely to continuing operation of the Unit.
3. AMENDMENT OF ADDITIONAL POWER CONTRACT
--------------------------------------
A. The first paragraph of Section 7 of the Additional Power Contract is
hereby amended to read as follows:
With respect to each month commencing on or after the
commencement of the operative term of this contract, whether
or not this contract continues fully or partially in effect,
the Purchaser will pay Connecticut Yankee as deferred payment
for the capacity and output of the Unit provided to the
Purchaser by Connecticut Yankee prior to the permanent
shutdown of the Unit on December 4, 1996, to the extent not
otherwise paid in accordance with the Power Contract, but
without duplication: an amount equal to the Purchaser's
entitlement percentage of the sum of (a) the Total
Decommissioning Costs for the month with respect to the Unit,
plus (b) Connecticut Yankee's total operating expenses for the
month with respect to the Unit, plus (c) an amount for
operating income as determined in accordance with this Section
7.
B. The second paragraph of Section 7 of the Additional Power Contract is
hereby deleted.
C. The third paragraph of Section 7 of the Additional Power Contract is
hereby deleted.
<PAGE>
4
D. The fourth paragraph of Section 7 of the Additional Power Contract is
hereby deleted.
E. The sixth paragraph of Section 7 of the Additional Power Contract is
hereby deleted.
F. Subsection (iii) of the eighth paragraph of Section 7 of the Additional
Power Contract is amended by substituting the words "remaining unamortized
investment" for the words "net Unit investment".
G. Subsection (iii) of the eighth paragraph of Section 7 of the Additional
Power Contract is further amended by adding the following sentence to the end
thereof:
Notwithstanding anything herein to the contrary, Connecticut
Yankee shall make an informational filing with the Federal Energy
Regulatory Commission prior to accelerating collections under this
Paragraph.
H. The ninth paragraph of Section 7 of the Additional Power Contract is
hereby deleted.
I. Section 7 of the Additional Power Contract is amended by adding to the
end thereof the following paragraph:
As used in this Section 7, "operating income" for any month
shall mean the product of the equity investment, calculated as
of the last day of the preceding month, and one-twelfth of the
latest annual return on equity authorized for Connecticut
Yankee by the Federal Energy Regulatory Commission or any
successor regulatory agency.
4. AMENDMENT OF THE 1987 SUPPLEMENTARY POWER CONTRACT
--------------------------------------------------
A. Section 2 of the 1987 Supplementary Power Contract is hereby deleted.
<PAGE>
5
B. Section 8 of the 1987 Supplementary Power Contract is amended by
revising the last two sentences thereof to read as follows:
Funds previously collected by Connecticut Yankee from the
Purchaser for the purpose of disposing of prior spent nuclear
fuel and associated high level radioactive material shall also
be paid into any such segregated fund, which may, with the
approval of the board of directors of Connecticut Yankee, be
combined with any trust established under Section 5 of this
agreement. Connecticut Yankee further agrees that any funds
collected from the Purchaser to meet such disposal costs which
are not used for that purpose, either through payment of any
amount due to a federal agency or other entity that disposes
of the spent nuclear fuel and associated high level
radioactive material or though payment of any costs associated
with storage of said fuel and material pending its disposal,
will be refunded to the Purchaser at the time final payment of
such disposal costs is made to the U.S. Department of Energy.
C. Section 9 of the 1987 Supplementary Power Contract is hereby deleted.
5. EFFECTIVE DATE
--------------
This Agreement shall become effective upon receipt by the Purchaser of
notice that Connecticut Yankee has entered into 2000 Amendatory Agreements, as
contemplated by Section 1 herein, with each of the other Purchasers.
6. INTERPRETATION
--------------
The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Connecticut.
<PAGE>
6
7. ADDRESSES
---------
Except as the parties may otherwise agree, any notice, request, bill or
other communication from one party to the other 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 when mailed to the
respective post office address of the other party shown following the signatures
of such other party hereto, or such other post office address as may be
designated by written notice given in the manner as provided in this Section.
8. CORPORATE OBLIGATIONS
---------------------
This Agreement is the corporate act and obligation of the parties
hereto.
9. COUNTERPARTS
------------
This Agreement may be executed in any number of counterparts and each
executed counterpart shall have the same force and effect as an original
instrument and as if all the parties to all of the counterparts had signed the
same instrument. Any signature page of this Agreement may be detached from any
counterpart without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this Agreement identical in form
hereto but having attached to it one or more signature pages.
<PAGE>
7
IN WITNESS WHEREOF, the parties have executed this Amendatory Agreement
by their respective duly authorized officers as of the day and year first named
above.
CONNECTICUT YANKEE ATOMIC POWER
COMPANY
BY: /s/ Thomas W. Bennet, Jr.
----------------------------------------
THOMAS W. BENNET, JR.,
ITS VICE PRESIDENT AND TREASURER
ADDRESS: 362 INJUN HOLLOW ROAD,
EAST HAMPTON, CONNECTICUT
THE UNITED ILLUMINATING COMPANY
BY: /s/ James F. Crowe
----------------------------------------
JAMES F. CROWE,
ITS GROUP VICE PRESIDENT
POWER SUPPLY SERVICES
ADDRESS: 157 CHURCH STREET
NEW HAVEN, CONNECTICUT
