File No. 70-7495
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
CREDIT FACILITY SUBSTITUTION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
HOLYOKE WATER POWER COMPANY
ONE CANAL STREET
HOLYOKE, MASSACHUSETTS 01040
(Name of companies filing this statement and address of principal executive
office)
NORTHEAST UTILITIES
(Name of top registered holding company parent of declarant)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices, and
communication to
David R. McHale Jeffrey C. Miller
Manager-Project and Short-Term Finance Assistant General
Northeast Utilities Counsel
Service Company Northeast Utilities
P.O. Box 270 Service Company
Hartford, CT 06141-0270 P.O. Box 270
Hartford, CT
06141-0270
Item 1. Description of Proposed Transaction
Paragraph 8 of Item I of Post-Effective Amendment No. 1 in this file is
amended by adding to the ending of subparagraph (i) of the second paragraph
thereof the following:
"At September 30, 1994 the ratio of such investment ($5,647,000) to such
consolidated retained earnings ($937,198,000) was 0.6%."
Item 6. Exhibits and Financial Statements
(a) Exhibits
D.2 Department Letter Ruling.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed
on its behalf by the undersigned thereunto duly authorized.
HOLYOKE WATER POWER COMPANY
By: /s/Jane P. Seidl
Title: Senior Counsel
Northeast Utilities Service Company
Dated: December 27, 1994
EXHIBIT D.2
December 20, 1994
Jeffrey C. Miller, Esq.
Assistant General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
Dear Mr. Miller:
On behalf of the Holyoke Water Power Company ("Company"), you have
requested the Commissioner of Revenue (formerly entitled Commissioner of
Corporations and Taxation; St. 1978, c. 514, s. 280) approve the two
modifications in the Reimbursement and Security Agreement regarding the
Letter of Credit and authorization to enter into new letters of credit
without the pre-approval of the Commissioner.
Facts
The Company seeks to modify the Reimbursement and Security Agreement,
dated November 1, 1988 between the Company and Union Bank of Switzerland
(Bank) in order (i) to change the expiration date of the Letter of Credit
from perpetual to a three-year term ending November 1, 1997, extendible for
successive one-year terms thereafter indefinitely with mutual consent, and
(ii) to reduce the annual Letter of Credit fee payable to the Bank.
In addition, the Company seeks approval to replace the Letter of Credit
provided by the Bank, as permitted by the Loan Agreement, by delivery of
substitute credit facilities, consisting of new letters of credit, and
related agreements, to be provided by substitute banks and to modify and
extend such letters of credit and agreements, if necessary.
The purpose of these changes is to make the existing Letter of Credit
conform with current industry practices and in addition to receive a lower
Letter of Credit fee. The Company seeks approval to enter into other letters
of credit agreements if the Bank's credit rating were to deteriorate, if the
Bank chooses not to renew its commitment, or if the Company sought
alternative banks.
A new letter of credit ("LOC"), if necessary, shall be in accordance
with the provisions of the loan agreement and provide that (A) the total
amount available to be drawn under any such extended, modified, or
replacement letter of credit does not exceed $8,667,000, (B) the annual
letter of credit costs applicable to any such extension, modification, or
replacement do not exceed 1.00% per annum of the total amount available to be
drawn under the extended, modified or replacement letter of credit, (C) the
new LOC agreement applicable to any such extension, modification or
replacement shall provide (or shall afford the Company the option to elect)
that tender advances bear interest until paid at a rate not to exceed the
higher of (1) the prime rate plus 2.00% or (2) the federal funds rate plus
2.00%, (D) such extension, modification, or replacement is otherwise on terms
that are substantially similar in all material respects to those applicable
to the new LOC agreement (or previous extensions or modifications thereof or
replacements therefore) proposed to be entered into in connection with the
replacement of the Bank, and (E) the Company shall have obtained all
necessary approvals applicable to such extension, modification or
replacement.
Corporate Purpose
Under the provisions of St. 1938, c. 183, Section 3, the Holyoke Water Power
Company may issue from time to time such amount of bonds, coupon notes, and
other evidence of indebtedness payable at periods of more than one year after
date thereof as the Commissioner of corporations and taxation may from time
to time determine to be reasonably necessary for its corporate purposes.
The Company's obligations with respect to the bonds are secured by the
letter of Credit. You have indicated the primary "corporate purpose" behind
the proposed changes to the agreement is to reduce the amount of fees paid
for the Letter of Credit and to make the Letter of Credit conform with the
current industry practices in the market place. In addition, the ability to
seek other letters of credit, as necessary, conforms with prudent business
practices and will provide the Company with improved flexibility in its
finances.
Conclusion
I hereby determine that the modifications to the existing Letter of
Credit, including the fee reduction and the authority to seek new letters of
credit within the terms described herein are reasonably necessary for the
corporate purposes of the Holyoke Water Power Company.
Very truly yours,
/s/Mitchell Adams
Commissioner of Revenue
Commonwealth of Massachusetts
Department of Revenue
