FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Amendment
The undersigned certify that this certificate accurately summarizes,
as required in the instructions hereto, the information requested as to the
lease identified herein and the transactions for the financing hereof.
1. Lessee public-utility companies: The Connecticut Light and Power
Company ("CL&P") and Western Massachusetts Electric Company ("WMECO")
(collectively, the "Utilities").
Addresses: CL&P - 107 Selden Street
Berlin, Connecticut 06037
WMECO - 107 Selden Street
Berlin, Connecticut 06037
2. Date: The Amendment to and Restatement of Nuclear Fuel Lease Agreement
(the "Amended Lease Agreement") between the Utilities and Bankers
Trust Company, not in its individual capacity but solely as trustee
(the "Trustee") of the Niantic Bay Fuel Trust, is dated as of February
11, 1992.
2a. Expected date facility will be placed in service: Throughout the term
of the Amended Lease Agreement, the Trustee will acquire all right,
title, and interest in and to all or part of certain nuclear fuel and
nuclear fuel contracts. The nuclear fuel acquired by the Trustee will
be in various stages of processing and/or in use in the reactors of
the Utilities' Millstone Units 1, 2, and 3.
3. Regulatory authorities which have acted on transaction:
<TABLE>
<CAPTION>
NAME DATE OF ORDER
---- -------------
<S> <C>
Securities and Exchange Commission December 30, 1981, May 19, 1982,
January 23, 1992, and March 4, 1998
Connecticut Department of Public October 29, 1981, May 12, 1982,
Utility Control July 31, 1991, and February 27, 1998
Massachusetts Department of December 15, 1981, April 20, 1982,
Telecommunications and Energy December 13, 1991, and February 27, 1998
</TABLE>
4. Initial Term of the lease: The term of the Amended Lease Agreement
began on January 28, 1982, and shall terminate at the maturity of the
last outstanding Intermediate Term Note issued by the Trust, provided
that unless the Trustee shall have given written notice to the
Utilities on or before February 1, in any year commencing with
February 1, 1993, stating that the Amended Lease Agreement shall
terminate on February 1 of the third following year, then the Amended
Lease Agreement shall automatically be extended for an additional
year. The Amended Lease Agreement may also terminate upon the
occurrence of an Event of Termination, as defined in Section 23
thereof, or the occurrence of an Event of Default, as defined in
Section 28 thereof. Effective March 9, 1998, pursuant to a Waiver
Letter dated February 19, 1998 (the "Waiver Letter"), the Trustee
waived the right to terminate the Amended Lease Agreement under
Section 23(a)(vii) or Section 23(a)(ix) based on the occurrence of
certain events enumerated in the Waiver Letter, with such waiver
remaining effective until 5:00 pm (CDT) on July 31, 1998. The Amended
Lease Agreement shall in any event terminate on June 1, 2040, if it
shall be extended until then.
4a. Renewal options: None, except as described in Item 4 above.
5. Brief description of facility: Nuclear Fuel Assemblies.
6. Manufacturer or supplier: General Electric Company, Siemens Power
Corporation, Westinghouse Electric Company, U.S. Department of Energy,
United States Enrichment Corporation, Northeast Nuclear Energy Company,
Northeast Utilities Service Company, U.S. Energy Corporation, Crested
Corporation doing business as USE/CC, Geomex Minerals, Inc., Cameco, and
ConverDyn, and possibly other manufacturers and suppliers in the future.
7. Cost of facility: Under the Amended Lease Agreement the Trustee may
finance the acquisition, processing, storage and use of nuclear fuel
through various stages of the nuclear fuel cycle up to an aggregate
principal amount of $400 million outstanding at any one time. All of such
amount will be used with respect to nuclear fuel assemblies.
8. Basic rent: Pursuant to the Amended Lease Agreement, the Utilities
have an unconditional obligation to pay to the Trustee quarterly lease
payments once the nuclear fuel is inserted in the reactors and heat
production begins. These lease payments will be structured to fully
amortize the cost of the fuel as it is burned up in the reactors. Each
quarterly lease payment will include (a) a burn-up charge for the fuel
consumed during the preceding quarter and (b) the actual financing and
administrative expenses incurred by the Trustee during such quarter which
are allocable to such fuel. Such payments will be computed so as to pay
the Trustee its full cost with respect to the fuel, which will include all
payments made by the Trustee to any fuel contractor under any assigned
nuclear fuel contract, any amounts paid to the Utilities to reimburse them
for payments made to the fuel contractors, all taxes and other expenses
related to such nuclear fuel which have been paid by the Trustee, all
finance charges incurred or accrued by the Trustee in obtaining the funds
necessary to make the payments on account of such nuclear fuel, including
interest expenses, amortization of debt discount, commitment fees, and
other fees, costs and expenses incurred or accrued by the Trustee. Under
the Amended Lease Agreement, the Utilities will be responsible for
operating, maintaining, repairing, replacing, and insuring the nuclear fuel
and for paying all taxes arising out of the ownership, possession, and use
thereof. The Trustee may finance its payments with respect to the nuclear
fuel through a variety of sources, including (i) the sale of the Trust's
commercial paper notes ("CP Notes"), (ii) advances made pursuant to a
Credit Agreement between the Trustee and The First National Bank of Chicago
("Bank"), individually and as bank agent (the "Facility"); and (iii) the
sale of the Trust's intermediate term notes ("IT Notes") to institutional
investors in the private placement market. If the Trustee finances fuel by
taking advances under the Facility, the Bank would arrange advances (each a
"Ratable Advance"), in an aggregate amount not to exceed the amount of the
commitment. Each Ratable Advance would bear interest at a rate selected by
the Trustee from among the following options: (i) a Eurodollar Rate equal
to the sum of the quotient of (A) the rate at which deposits in U.S.
dollars are offered by the Agent to first-class banks in the London
interbank market two business days prior to the date of the advance,
divided by one minus the applicable reserve rate, plus (B) 1 - {5}/{8}% per
annum; (ii) a Fixed CD Rate equal to the sum of the quotient of (A) the
average of the prevailing bid rates quoted to the Agent by three
certificate of deposit dealers for the purchase at face value of
certificates of deposit of the Agent of like face amount and maturity on
the date of the advance, divided by one minus the applicable reserve
requirement, plus (B) the applicable assessment rate, plus (C) 1 - {3}/{4}%
per annum; or (iii) a floating Rate equal to the higher of (A) the sum of
the corporate base rate of the Agent, as announced from time to time by the
Agent, as the same may change from time to time, and 1/2 of 1% per annum,
and (B) a fluctuating interest rate equal for each day of any interest
period to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve system arranged by federal
funds brokers as published for such day, plus 1/2 of 1%. The Trustee may
select an interest period of one, two or three months with respect to a
Eurodollar Advance or 30, 60 or 90 days with respect to a Fixed CD Rate
Advance. Under the Facility, the Trustee may also invite selected banks to
make a quote of the rate of interest such bank would require for a loan (a
"Competitive Bid Loan") in a stated principal amount and for an identified
interest period. To utilize the competitive bid feature of the Facility,
the Trustee would request selected banks to submit a quote (a "Competitive
Bid Quote") reciting the respective terms on which such banks would make a
Competitive Bid Loan to the Trustee on the borrowing date proposed by the
Trustee. Quotes for Competitive Bid Loans may be solicited for interest
periods of 180 days or less. Competitive Bid Loans are payable on the last
day of the applicable interest period. In addition, the Trustee will be
obligated to pay the Bank, quarterly in arrears, a commitment fee computed
at the rate of .50% per annum on the daily average unborrowed portion of
the commitment in effect during each calendar quarter, a one-time
administration fee of $75,000, an annual fee of $5,000, and a fee in the
amount of $125 per bank for each request for a Competitive Bid Quote.
Pursuant to a First Amendment, dated as of April 30, 1993, between the
Trustee, the Bank, and the banks party to the Facility, the Maturity Date
of the Facility was extended to February 19, 1996, pursuant to a Second
Amendment, dated as of May 12, 1995, between the Trustee, the Bank, and the
banks party to the Facility, the Maturity Date of the Facility was further
extended to February 19, 1998, and pursuant to a Third Amendment and Waiver
(the "Third Amendment and Waiver"), dated as of February 19, 1998, between
the Trustee, the Bank, and the banks party to the Facility, the Maturity
Date of the Facility was further extended to July 31, 1998. Provisions
requiring the mandatory reduction of the commitment and mandatory principal
payments were also added to the Facility pursuant to the Third Amendment
and Waiver. A mandatory reduction of the commitment is required on each
date on which the Trustee makes any payment of principal on any of the IT
Notes or purchases or otherwise acquires any of the IT Notes, and mandatory
principal payments are required under the Facility if at any time the
aggregate unpaid principal amount of all outstanding advances under the
Facility (including both Ratable Advances and Competitive Bid Loans)
exceeds the commitment minus the aggregate principal amount (before
discount) of outstanding CP Notes, other than CP Notes for the payment of
which moneys are on deposit in the commercial paper account, except moneys
which represent provisional credits still subject in any manner to charge-
back or which are subject to any writ, judgment, warrant of attachment,
execution or similar process.
8a. Periodic installment: See answer to Item No. 8 above.
9. Holder of legal title to facility: BANKERS TRUST COMPANY, not in its
individual capacity but solely as trustee of the NIANTIC BAY FUEL TRUST
under the Trust Agreement dated January 4, 1982, as amended and restated by
an Amendment to and Restatement of Trust Agreement dated as of February 11,
1992 between it, State Street Bank and Trust Company of Connecticut, N.A.,
as Trustor, and the Utilities, as Beneficiaries. The Trustor has no equity
or financial interest in the transactions described herein.
Address: Four Albany Street
New York, New York 10015
Attention: Corporate Trust Division
10. Holders of beneficial interests:
<TABLE>
<CAPTION>
Percent of
Amount Beneficial
Name and Address Invested Interest
<S> <C> <C>
The Connecticut Light None 81%
and Power Company 81.221% (with
Selden Street regard to Unit 3
Berlin, Connecticut 06037 Nuclear Fuel only)
Western Massachusetts None 19%
Electric Company 18.779% (with
Selden Street regard to Unit 3
Berlin, Connecticut 06037 Nuclear Fuel only)
</TABLE>
11. If part or all of the financing is supplied by loan on
which only principal and interest is payable, state:
Amount borrowed: Up to $100 million. (Note: this amount represents the
Bank's obligation to extend credit by making Ratable Advances to the
Trustee. This amount does not include the proceeds of any intermediate
term notes which may be sold by the Trustee. The Trustee is authorized to
issue and sell up to $300 million of such intermediate term notes, of which
$166.5 million are currently outstanding.
Interest rate: See answer to item 8 above.
Number of lenders:
Ratable Advances - 12 (The Bank acts as Agent for the other banks,
each of which is obligated to provide its
ratable share of each Ratable Advance and
each of which has certain rights under the
Credit Agreement with the Trustee.)
Competitive Bid Loans - unknown
(Only banks which have entered into the
Credit Agreement may be selected by the
Trustee to make Competitive Bid Advances.)
Commercial Paper - unknown
Intermediate Term Notes -unknown
Terms of repayment: Ratable Advances mature upon the occurrence of an Event
of Termination as defined in the Amended Lease Agreement (see answer to
Item No. 4 above). No periodic installments of principal are payable
before maturity.
Competitive Bid Loans mature upon the earlier of the occurrence of an Event
of Termination as defined in the Amended Lease Agreement (see answer to
Item No. 4 above) or the last day of the selected interest period.
Commercial paper notes will mature no later than 270 days after issuance.
The terms of the intermediate term notes will be established at the time of
their issuance.
Signature of Holder of legal title:
----------------------------------
BANKERS TRUST COMPANY,
as Trustee
By
Title:
Date executed: April __, 1998
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Signature of Holders of beneficial interests:
--------------------------------------------
THE CONNECTICUT LIGHT AND POWER COMPANY
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By _________________________
Title:
Date executed: April __, 1998
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