September 18, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Secretary
Re: File No. 70-7704
Ladies and Gentlemen:
I am enclosing for filing on behalf of Connecticut Yankee Atomic Power
Company its Certificate as to Consummation of Transaction in the above-
captioned file.
Very truly yours,
C. Duane Blinn
CDB/vs
Enclosure
cc: Jeffrey C. Miller, Esq.
<PAGE>
UNITED STATES OF AMERICA
OF
SECURITIES AND EXCHANGE COMMISSION
IN THE MATTER OF )
)
CONNECTICUT YANKEE ATOMIC ) CERTIFICATE AS TO
POWER COMPANY ) CONSUMMATION OF
BERLIN, CONNECTICUT ) TRANSACTION
)
FILE NO. 70-7704 )
)
(PUBLIC UTILITY HOLDING )
COMPANY ACT) )
Pursuant to the Public Utility Holding Company Act of 1935
and Rule 24(a) thereunder, Connecticut Yankee Atomic Power
Company (the "Company") hereby certifies that in accordance with
the terms and conditions of, and for the purposes represented in
the Application/Declaration, as amended by Amendment No. 1
thereto (the "Declaration"), filed by the Company in this
proceeding, and of the Order of the Commission dated August 1,
1990 (Release No. 35-25125) with respect thereto, on August 14,
1995, the Company entered into a Third Amendment dated as of July
26, 1995 to the Credit Agreement to, among other changes, extend
the Commitment Expiration Date and reduce the Lenders' commitment
fee.
Dated: September 18, 1995 CONNECTICUT YANKEE ATOMIC POWER
COMPANY
_______________________________
C. Duane Blinn
Day, Berry & Howard
CityPlace
Hartford, Connecticut 06103-3499
Its Attorneys
<PAGE>
THIRD AMENDMENT dated as of July 26, 1995
(this "Amendment"), to the Revolving Credit, Bid
Line and Letter of Credit Agreement dated as of
August 14, 1990, as amended by the First Amendment
dated as of June 10, 1992, the Consent and
Amendment dated as of April 1, 1993 and the Second
Amendment dated as of October 28, 1994 (the
"Credit Agreement"), among Connecticut Yankee
Atomic Power Company (the "Borrower"), the lenders
named therein (the "Lenders"), Toronto Dominion
(Texas), Inc. as agent for the Lenders (in such
capacity, the "Agent") and The Toronto-Dominion
Bank as issuing bank (in such capacity, the
"Issuing Bank").
A. The Borrower has requested that certain provisions
of the Credit Agreement be amended as set forth herein, and the
Lenders, the Agent and the Issuing Bank are willing to amend the
Credit Agreement pursuant to the terms and subject to the
conditions provided herein.
B. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Credit
Agreement as amended hereby.
Accordingly, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Extension and Adjustment of Commitments.
(a) As of the Effective Date (as defined below) the Commitment
Expiration Date is hereby extended to August 14, 1998, and such
extension shall for all purposes of the Credit Agreement be
deemed to have been made pursuant to Section 3.3 of the Credit
Agreement and to have become effective on August 14, 1995.
(b) As of the Effective Date the schedule of
Commitments and Commitment Percentages contained in Section
3.1(a) of the Credit Agreement is hereby deleted and the
information set forth in Exhibit A hereto will be substituted
therefore in order to reflect (i) the addition of the Commitment
of Societe Generale and (ii) the decrease of the Commitments of
The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce and
Westdeutsche Landesbank Girozentrale by $5,000,000, $10,000,000
and $5,000,000, respectively.
(c) As of the Effective Date, the obligations of the
Borrower as to principal outstanding under the Credit Agreement
shall, without further action by any party, be deemed outstanding
under this Amendment, and the Lenders shall make and acquire at
fact amount assignments of such obligations in such amounts as
appropriate in order that such obligations will be held ratably
in accordance with the Lender's Commitments (the purchase price
for each such assignment to be paid in immediately available
funds).
<PAGE>
SECTION 2. Adjustment of Lenders' Commitment Fees.
Section 3.5(d) of the Credit Agreement is hereby amended as of
the Effective Date by deleting the words ".25 of 1%" in the first
sentence thereof and substituting therefore the words ".20 of 1%.
SECTION 3. Notes. (a) Exhibit A to the Credit
Agreement is hereby deleted and replaced with Exhibit B hereto.
(b) The Borrower shall execute and deliver to each
Lender a duly executed Revolving Credit Note, with blanks
appropriately filled, payable to such Lender's order, in
substantially the form of Exhibit B to this Amendment and in a
principal amount equal to such Lender's Commitment after giving
effect to this Amendment. Promptly after receipt of such Note,
each Lender shall cancel the Note previously held by it and
deliver such cancelled Note to the Borrower.
SECTION 4. Conditions to Effectiveness. This
Amendment shall take effect immediately upon the satisfaction of
each of the following conditions (the "Effective Date"):
(a) the Agent shall have received duly
executed counterparts of this Amendment
which, when taken together, bear the
authorized signatures of the Borrower, the
Lenders, the Agent and the Issuing Bank.
(b) Each Lender shall have received the
replacement Notes to be delivered to it
pursuant to Section 3(b) of this Amendment.
(c) All conditions precedent to all
credit events specified in Section 5.2 of the
Credit Agreement shall be satisfied as of the
Effective Date as if a Credit Event were
occurring on the Effective Date.
(d) The Agent shall have received such other
documents, instruments and certificates as it
shall reasonably request, including an opinion,
addressed to the Agent on behalf of the Lenders,
of Jeffrey C. Miller, Assistant General Counsel of
Northeast Utilities Service Company, to the effect
that this Amendment and the Notes delivered
pursuant to Section 3(b) hereto have been duly
executed and delivered by the Borrower and
constitute valid and enforceable obligations
hereof.
(e) All legal matters incident to this
Amendment shall be satisfactory to the Agent and
its counsel, Cravath, Swaine & Moore.
(f) No loan shall be outstanding, and no
notice of a Borrowing shall be pending, on the
Effective Date.
<PAGE>
SECTION 5. Representations and Warranties. To induce
the other parties hereto to enter into this Amendment, the
Borrower represents and warrants to each other party hereto that,
after giving effect to this Amendment, this Amendment and the
Notes delivered pursuant to Section 3(b) of this Amendment have
been duly authorized, executed and delivered by the Borrower, and
this Amendment, the Credit Agreement as amended by this Amendment
and each such Note constitutes a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its
terms.
SECTION 6. Effect of Amendment. Except as
specifically amended or modified hereby, the Credit Agreement
shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereinafter", "hereto", "hereof" and
words of similar import shall, unless the context otherwise
requires, refer to the Credit Agreement as amended hereby.
SECTION 7. Expenses. The Borrower agrees to pay all
out-of-pocket fees and expenses of the Agent in connection with
the preparation of this Amendment and the transactions
contemplated hereby, including the reasonable fees, disbursements
and other charges of Cravath, Swaine & Moore, counsel to the
Agent.
SECTION 8. Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all of
which, when taken together, shall constitute but one and the same
instrument. Delivery of any executed counterpart of a signature
page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart thereof.
SECTION 9. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 10. Headings. The Section headings used in
this Amendment are for convenience of reference only, are not
part of this Amendment and are not to affect the construction of,
or to be taken into consideration in interpreting, this
Amendment.
IN WITNESS WHEREOF, the parties hereto have cause this
Amendment to be duly executed by their respective authorized
officers, all as of the date and year first above written.
CONNECTICUT YANKEE ATOMIC
POWER COMPANY,
by
/s/ John B. Keane
Name: John B. Keane
Title: Vice President & Treasurer
<PAGE>
TORONTO DOMINION (TEXAS), INC.,
as Agent,
by
/s/ Sophia D. Sgarbi
Name: Sophia D. Sgarbi
Title: Vice President
THE TORONTO-DOMINION BANK, in
its individual capacity and as
Issuing Bank,
by
/s/ Sophia D. Sgarbi
Name: Sophia D. Sgarbi
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE,
by
/s/ Margaret E. McTigue
Name: Margaret E. McTigue
Title: Authorized Signatory
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
by
/s/ Ralph White
Name: Ralph White
Title: Vice President
by
/s/ Karen E. Hoplock
Name: Karen E. Hoplock
Title: Vice President
SOCIETE GENERALE,
by
/s/ Gordon Eadon
Name: Gordon Eadon
Title: Vice President
<PAGE>
EXHIBIT A
Commitment
Lender Commitment Percentage
The Toronto-Dominion Bank $30,000,000 33.334%
909 Fannin Street
Suite 1700
Houston, Texas 77010
Attention of: Ms. Lisa Allison
Telecopy: (713) 951-9921
Telephone: (713) 653-8247
Canadian Imperial $20,000,000 22.222%
Bank of Commerce
200 West Maidson Street
Suite 2300
Chicago, Illinois 60606
Attention of: Ms. Margaret McTigue
Telecopy: (312) 750-9027
Telephone: (312) 855-3212
Telex: 206-913
Answerback: 206-913 UD
with a copy of any notice to CIBC
Inc., Atlanta Agency
200 Galleria Parkway
Atlanta, Georgia 30339
Telecopy: (404) 955-1185
Telex: 542413
Westdeutsche Landesbank Girozentrale $20,000,000 22.222%
1211 Avenue of the Americas
New York, NY 10036
Attention of: Ms. Karen Hoplock
Telecopy: (212) 852-6148
Telephone: (212) 852-6087
Societe General $20,000,000 22.222%
1221 Avenue of the Americas
New York, NY 10020
Attention of: Mr. Gordon Eadon
Telecopy: (212) 278-7430
Telephone: (212) 278-6880
Total $90,000,000 100%
<PAGE>
EXHIBIT B
[FORM OF] REVOLVING CREDIT NOTE
$ New York, New York
July 26, 1995
FOR VALUE RECEIVED, the undersigned, CONNECTICUT YANKEE
ATOMIC POWER COMPANY, a Connecticut corporation (the "Borrower"),
hereby promises to pay to the order of [LENDER] (the "Lender") at
the offices of TORONTO DOMINION (TEXAS), INC. (the "Agent Bank"),
909 Fannin Street, Suite 1700, Houston, Texas 77010, by transfer
of funds to the Agent Bank at Toronto Dominion Bank ABA #026-
003-243 TD Bank New York Branch favor Houston A/C
#2159251/2000352, for credit tot he account of the Lender (i) on
the last day of each Interest Period, as defined in the Revolving
Credit, Bid Line and Letter of Credit Agreement dated as of
August 14, 1990, as amended as of July 26, 1995, among the
Borrower, the several lenders named therein including the Lender,
the Agent Bank and The toronto-Dominion Bank as Issuing Bank (the
"Credit Agreement'), the aggregate unpaid principal amount of the
Lender's ratable portion of the Loan (as defined in the Credit
Agreement) to which such Interest Period relates and (ii) on the
Lender's Commitment Expiration Date (as defined [AMOUNT] Dollars
($ ) or, if less, the Lender's ratable portion of the
aggregate unpaid principal amount of all Loans, in each case in
lawful money of the United States of America in immediately
available funds, and to pay interest on the unpaid principal
amount is paid in full, payable as provided in Section 3.5 of the
Credit Agreement at a rate or rates per annum determined in
accordance with Sections 3.4 and 3.8 of the Credit Agreement;
provided, however, that in no event will the rate of rates of
interest on the principal amount hereof exceed the maximum rate
permitted by applicable law.
The Lender is authorized and directed by the Borrower to
endorse on the grid attached hereto, which is part of this
Revolving Credit Note, the interest period, date, amount, and
applicable interest rate of the Lender's ratable portion of all
Loans made to the Borrower pursuant to the Credit Agreement and
the date and amount of any payments or prepayments of the
principal hereof and the other information provided for thereon.
This Revolving Credit Note shall be governed by and
construed in accordance with the laws of the State of New York.
This Revolving Credit Note is one of the Revolving Credit
Notes referred to in the Credit Agreement. Reference is hereby
made to the Credit Agreement for provisions for the mandatory and
optional prepayment hereof and for the acceleration of the
maturity hereof on the occurrence of certain events as therein
specified.
CONNECTICUT YANKEE ATOMIC POWER
COMPANY,
<PAGE>
by
Name:
Title:
<PAGE>
