UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
)
IN THE MATTER OF )
)
PUBLIC SERVICE COMPANY OF ) CERTIFICATE
NEW HAMPSHIRE ) AS TO
) CONSUMMATION
File No. 70-8367 ) OF TRANSACTION
)
(Public Utility Holding Company )
Act of 1935) )
)
Pursuant to the Public Utility Holding Company Act of 1935,
as amended, and Rule 24(a) thereunder, Public Service Company of
New Hampshire hereby certifies that the transactions described in
its Declaration on Form U-1, as amended, filed in this proceeding
(the "Declaration") have been carried out in accordance with the
terms and conditions of and for the purposes represented in the
Declaration, and of the Order of the Securities and Exchange
Commission set forth in Release No. 35-26046 (May 5, 1994)
permitting the Declaration to become effective. More
specifically, on May 11, 1994, the amendment of the Revolving
Credit Agreement (as defined in the Declaration) as described in
the Declaration became effective.
Submitted with this Certificate is the "past tense" opinion
of counsel to PSNH and a copy of the First Amendment to the
Revolving Credit Agreement as executed.
Dated: May 19, 1994
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By: DAY, BERRY & HOWARD
CityPlace
Hartford, Connecticut 06103-3499
Its Attorneys
By
/s/ Richard C. MacKenzie
Richard C. MacKenzie
A Partner
<PAGE>
File No. 70-8367
INDEX TO EXHIBITS FILED WITH
CERTIFICATE AS TO CONSUMMATION OF TRANSACTION
of
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
"Past tense" opinion of counsel to PSNH.
Execution Copy of First Amendment to the Revolving Credit
Agreement
OPINION OF DAY, BERRY & HOWARD,
COUNSEL FOR PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
May 19, 1994
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Re: Public Service Company of New Hampshire
File No. 70-8367
Ladies and Gentlemen:
We have acted as counsel to Public Service Company of New Hampshire
("PSNH") in connection with those transactions contemplated by the above-
referenced declaration, as amended (the "Declaration"). This opinion is
given to you with respect to such transactions in connection with the
Certificate as to Consummation of Transaction dated the date hereof (the
"Certificate") delivered to you pursuant to the Public Utility Holding
Company Act of 1935, as amended, and Rule 24(a) thereunder. Except as
otherwise defined herein, terms used herein shall have the meanings given
them in the Declaration.
We have examined such documents, corporate records and other
instruments as we have deemed necessary or advisable for the purposes of
this opinion. We have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity
of natural persons and the conformity to originals of documents submitted
to us a copies.
The opinions set forth herein are qualified in their entirety as
follows: (a) every opinion rendered herein is expressly subject to the
consummation of such transactions in accordance with the Declaration; (b)
no opinion is expressed as to any laws other than the federal laws of the
United States and the laws of the States of Connecticut, New Hampshire,
Vermont and Maine; (c) as to all matters of New Hampshire law, we have
relied solely upon the May 11, 1994 opinion of Pierre O. Caron, Assistant
General Counsel for PSNH, as to all matters of Vermont law, we have relied
solely upon the May 11, 1994 opinion of Zuccaro, Willis & Bent, and as to
all matters of Maine law, we have relied upon the May 11, 1994 opinion of
Drummond, Woodsum, Plimpton & MacMahon, and we express no opinion as to
such matters except to the extent covered by such opinions and subject to
the qualifications and assumptions contained in such opinions; (d) the
opinion expressed in paragraph 4 is based solely upon the opinion of Pierre
O. Caron, Assistant General Counsel for PSNH, and we express no opinion as
to such matters except to the extent covered by such opinion and subject to
the qualifications and assumptions contained in such opinion; and (e)
insofar as any opinion relates to the Certificate of Incorporation or
Bylaws of PSNH, we have assumed that the Certificate of Incorporation and
the Bylaws have not been amended since May 11, 1994.
Based on and subject to the foregoing, we are of the opinion that:
1. All state laws applicable to the consummation of the transactions
contemplated by the Declaration have been complied with.
<PAGE>
2. PSNH is validly incorporated and duly existing.
3. The proposed amendment to the Revolving Credit Agreement
described in the Declaration is the valid and binding obligation of PSNH in
accordance with the terms thereof.
4. The consummation of the transactions contemplated by the
Declaration do not violate the legal rights of the holders of any
securities issued by PSNH or any associate company thereof.
Very truly yours,
/s/ Day, Berry & Howard
RCM:PNB
FIRST AMENDMENT TO THE
REVOLVING CREDIT AGREEMENT
Dated as of May 11, 1994
This FIRST AMENDMENT (the Amendment ) is made by and among PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE, a New Hampshire corporation (the
Borrower ), the banks listed on the signature page of this Amendment
(together with their respective permitted assignees from time to time, the
Lenders ), BANKERS TRUST COMPANY, CHEMICAL BANK and CITIBANK, N.A., as co-
agents for the Lenders (the Agents ) and CHEMICAL BANK, as administrative
agent for the Lenders (the Administrative Agent ).
PRELIMINARY STATEMENTS:
(1) The Borrower, the Agents, the Lenders and the Administrative
Agent have entered into a Revolving Credit Agreement, dated as of May 1,
1991, in the amount of U.S.$200,000,000 (the Revolving Credit Agreement ).
Capitalized terms used but not defined herein shall have the meanings
assigned such terms in the Revolving Credit Agreement.
(2) The Borrower has requested that the Lenders (i) extend the
Termination Date from May 14, 1994 to May 14, 1996, and (ii) amend the
Revolving Credit Agreement to reflect such extension and the reallocation
of the Commitments among certain Lenders.
(3) The Lenders, on the terms and conditions hereinafter set forth,
are willing to grant the requests of the Borrower.
NOW, THEREFORE, in consideration of the premises and in order to
induce the Lenders to extend the Termination Date and amend the Revolving
Credit Agreement, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. The Revolving Credit
Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof,
hereby amended as follows:
(a) The Commitments set forth opposite each Lender's name on its
signature page to the Credit Agreement are hereby deleted and the
Commitments set forth opposite each Lender's name on the signature
pages hereto are substituted therefor. The defined term Commitment
contained in Section 1.01 shall mean and be a reference to the
Commitments set forth on the signature pages hereof.
(b) The defined term Termination Date contained in Section
1.01 is amended in full to read as follows:
Termination Date means the earlier to occur of (i) May 14,
1996, (ii) the date of termination or reduction in whole of the
Commitments pursuant to Section 2.03 or 8.02, or (iii) the date
of acceleration of all amounts payable hereunder and under the
Notes pursuant to Section 8.02.
(c) Section 7.01(j) is amended in full to read as follows:
(i) Operating Income to Interest Expense. Maintain,
for each period of four consecutive fiscal quarters ending
<PAGE>
on the dates set forth below, a ratio of Operating Income to
Interest Expense not less than the respective ratio
specified below:
Period of Four Fiscal
Quarters Ending on the
Following Dates: Ratio
June 30, 1992 1.30:1
September 30, 1992 1.30:1
December 31, 1992 1.40:1
March 31, 1993 1.40:1
June 30, 1993 1.40:1
September 30, 1993 1.40:1
December 31, 1993 1.50:1
March 31, 1994 1.50:1
June 30, 1994 1.50:1
September 30, 1994 1.50:1
December 31, 1994 1.75:1
March 31, 1995 1.75:1
June 30, 1995 1.75:1
September 30, 1995 1.75:1
December 31, 1995 1.75:1
Termination Date 1.75:1
(ii) Common Equity to Total Capitalization. Maintain
at all times a ratio of Common Equity to Total
Capitalization of not less than the respective ratio
specified below:
Period Ratio
Funding Date through and
including June 30, 1993 0.20:1
July 1, 1993 through and
including June 30, 1994 0.21:1
July 1, 1994 through and
including June 30, 1995 0.23:1
July 1, 1995 through and
including the Termination
Date 0.25:1
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Administrative Agent, the Agents and
each Lender party to this Amendment shall have received counterparts of
this Amendment executed by the parties hereto, and Section 1 of this
Amendment shall become effective when, and only when, the Administrative
Agent, the Agents and each Lender additionally shall have received all of
the following documents, each (unless otherwise indicated) being dated the
date of receipt thereof by the Lenders (which date shall be the same for
all such documents):
<PAGE>
(a) The Administrative Agent shall have received the following,
each dated the date of delivery thereof (unless otherwise specified
below) in sufficient copies for each Lender:
(i) Certified copies of the resolutions of the Board of
Directors of the Borrower approving, if and to the extent
necessary, this Amendment to be delivered by the Borrower
hereunder, and of all documents evidencing other necessary
corporate action, if any, with respect to the execution, delivery
and performance by the Borrower of this Amendment.
(ii) A certificate of the Secretary of the Borrower
certifying (A) the names and true signatures of the officers of
the Borrower authorized to sign this Amendment to be delivered
hereunder and (B) that attached thereto are true and correct
copies of the Articles of Incorporation of the Borrower, and all
amendments thereto, and the Bylaws of the Borrower, in each case
as in effect on such date.
(iii) Such other approvals, opinions and documents as
any Lender, through the Administrative Agent, may reasonably
request as to the legality, validity, binding effect or
enforceability of this Amendment.
(b) A favorable opinion of Pierre O. Caron, Assistant General
Counsel to the Borrower.
(c) A favorable opinion of Day, Berry & Howard, counsel to the
Borrower.
(d) A favorable opinion of Drummond Woodsum Plimpton & MacMahon,
as special Maine counsel to the Borrower.
(e) A favorable opinion of Zuccaro, Willis & Bent, as special
Vermont counsel to the Borrower.
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:
(a) The execution, delivery and performance by the Borrower of this
Amendment are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (i) the
Borrower's charter or by-laws, (ii) law or (iii) any contractual
restriction binding on or affecting the Borrower, and do not result in or
require the creation of any Lien upon or with respect to any of its
properties.
(b) No authorization, approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Borrower of
this Amendment, except for those government approvals listed on Schedule 1
hereof, all of which have been obtained or will be obtained on or before
the effectiveness of this First Amendment in accordance with the terms
hereof.
(c) This Amendment and the Revolving Credit Agreement, as
amended by this Amendment, constitute the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization or moratorium or other similar laws
<PAGE>
affecting the enforcement of creditors' rights generally, and the
application of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
(d) The audited balance sheet of the Borrower and its consolidated
subsidiaries as at December 31, 1993, and the related statements of income,
retained earnings and cash flows of the Borrower and its consolidated
subsidiaries for the fiscal year then ended, (a copy of which has been
furnished to the Lenders), fairly present (subject to year-end adjustments)
the financial condition of the Borrower and its consolidated subsidiaries
as at such date and the results of operations of the Borrower and its
consolidated subsidiaries for the year ended on such date, all in
accordance with GAAP.
(e) Except as described in the Borrower's reports filed with the
Securities and Exchange Commission, there is no pending or threatened
action or proceeding against the Borrower before any court, governmental
agency or arbitrator, which might reasonably be expected to materially
adversely affect the ability of the Borrower to perform its obligations
under this Amendment or the Revolving Credit Agreement, as amended by this
Amendment.
SECTION 4. Reference to and Effect on the Revolving Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof each reference in the Revolving Credit Agreement to this
Agreement , hereunder , hereof or words of like import referring to the
Revolving Credit Agreement, and each reference in the other Loan Documents
to the Credit Agreement , thereunder , thereof or words of like import
referring to the Revolving Credit Agreement, shall mean and be a reference
to the Revolving Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Revolving Credit
Agreement shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. Without limiting the generality of
the foregoing, the Loan Documents and all of the Collateral described
therein do and shall continue to secure the payment of all obligations of
the Borrower under the Revolving Credit Agreement as amended hereby.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lenders, Administrative Agent or Collateral Agent
under the Revolving Credit Agreement or Loan Documents, nor constitute a
waiver of any provision of the Revolving Credit Agreement or Loan
Documents.
SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses of the Administrative Agent in connection
with the preparation, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of King
& Spalding, counsel for the Administrative Agent with respect thereto and
with respect to advising the Lenders as to their rights and
responsibilities hereunder and thereunder. In addition, the Borrower shall
pay any and all stamp and other taxes payable or determined to be payable
in connection with the execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, and agrees to
save the Administrative Agent and the Lenders harmless from and against any
and all liabilities with respect to or resulting from any delay in paying
or omission to pay such taxes.
<PAGE>
SECTION 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which taken together shall constitute but one
and the same instrument.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of the New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of
the date first above written.
PUBLIC SERVICE COMPANY OF
NEW HAMPSHIRE, as Borrower
By: /s/ Robert c. Aronson
Name: Robert C. Aronson
Title: Assistant Treasurer
CHEMICAL BANK, as Administrative
Agent
By: /s/ Marisa J. Harney
Name: Marisa J. Harney
Title: Vice President
BANKERS TRUST COMPANY,
as Agent
By: /s/ Cynthia A. Jay
Name: Cynthia A. Jay
Title: Vice President
CHEMICAL BANK, as Agent
By: /s/ Marisa J. Harney
Name: Marisa J. Harney
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
CITIBANK, N.A., as Agent
By: /s/ Anita J. Brickell
Name: Anita J. Brickell
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 BANK OF AMERICA NT&SA
By: /s/ John J. Jordan
Name: John J. Jordan
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$4,500,000 THE BANK OF CALIFORNIA, N.A.
By: /s/ Rebecca Holden
Name: Rebecca Holden
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 BANKERS TRUST COMPANY
By: /s/ Cynthia A. Jay
Name: Cynthia A. Jay
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 BARCLAYS BANK PLC
By: /s/ Vijay Rajguru
Name: Vijay Rajguru
Title: Associate Director
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 CIBC INC.
By: /s/ Peter D. Gaw
Name: Peter D. Gaw
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 CHEMICAL BANK
By: /s/ Marisa J. Harney
Name: Marisa J. Harney
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 CITIBANK, N.A.
By: /s/ Anita J. Brickell
Name: Anita J. Brickell
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 THE FIRST NATIONAL BANK
OF BOSTON
By: /s/ Frank T. Smith
Name: Frank T. Smith
Title: Director
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ T. Thomas Cheng
Name: T. Thomas Cheng
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$4,500,000 THE FUJI BANK, LIMITED
By: /s/ Katsunori Nozawa
Name: Katsunori Nozawa
Title: Vice President &
Manager
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$4,500,000 LTCB TRUST COMPANY
By: /s/ Noboru Kubota
Name: Noboru Kubota
Title: Senior Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$6,250,000 MELLON BANK, N.A.
By: /s/ Mary Ellen Usher
Name: Mary Ellen Usher
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$4,500,000 MITSUI TRUST BANK (USA)
By: /s/ Kazuyuki Muto
Name: Kazuyuki Muto
Title: Executive Vice
President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$6,250,000 NATIONAL WESTMINSTER BANK
PLC NEW YORK BRANCH
By: /s/ R.A. Stevens
Name: R.A. Stevens
Title: Vice President
NATIONAL WESTMINSTER BANK
PLC NASSAU BRANCH
By: /s/ R.A. Stevens
Name: R.A. Stevens
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ Thomas L. Rose
Name: Thomas L. Rose
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 SWISS BANK CORPORATION
NEW YORK BRANCH
By: /s/ James J. McDevitt
Name: James J. McDevitt
Title: Vice President
By: /s/ James J. McDevitt
Name: James J. McDevitt
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 TORONTO DOMINION (TEXAS),
INC.
By: /s/ Carole A. Clause
Name: Carole A. Clause
Title: Vice President
THIS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$7,500,000 UNION BANK
By: /s/ John M. Edmonston
Name: John M. Edmonston
Title: Vice President
THIS IS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.
<PAGE>
Commitment
$4,500,000 THE YASUDA TRUST AND
BANKING CO., LTD.
NEW YORK BRANCH
By: /s/ Denise M. Furey
Name: Denise M. Furey
Title: Vice President
THIS A SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND IS EXECUTED BY THE
PARTIES NAMED ABOVE.