March 6, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Holyoke Water Power Company
Application/Declaration, as amended
File No. 70-7495 (HCAR 35-26208)
Ladies and Gentlemen:
Enclosed for filing via EDGAR is a Certificate as to Consummation of
Transaction with respect to the above Application/Declaration, as amended, and
the order of the Securities and Exchange Commission set forth in Release No. 35-
26208.
Sincerely,
Debra F. Guss
Attorney
Enclosure
cc: Jeffrey C. Miller
Kelly A. Maitland UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
IN THE MATTER OF )
HOLYOKE WATER POWER COMPANY ) CERTIFICATE
) AS TO
) CONSUMMATION
File No. 70-7495 ) OF
) TRANSACTION
Public Utility Holding Company )
Act of 1935 )
Reference is hereby made to the Application/Declaration on Form U-1, as
amended (the "Application"), filed by The Holyoke Water Power Company ("HWP")
with the Securities and Exchange Commission (the "Commission") in the above-
referenced proceeding.
On December 14, 1994, the Commission issued its order set forth in Release
No. 35-26208 (the "Order"), approving HWP's application to amend the
Reimbursement Agreement and Security Agreement, dated as of November 1, 1988,
(the "Reimbursement Agreement") between CL&P and the Union Bank of Switzerland,
New York Branch (the "Bank") and the related irrevocable letter of credit issued
by the Bank on November 18, 1988 (the "Letter of Credit").
Pursuant to the Public Utility Holding Company Act of 1935, as amended, and
Rule 24(a) thereunder, HWP hereby certifies that the Reimbursement Agreement and
the Letter of Credit were amended, as of February 28, 1995, in accordance with
the terms and conditions of and for the purposes represented by the Application
and of the Order.
Submitted with this Certificate are the following documents:
Exhibit A. Amendment to Reimbursement And Security Agreement;
Exhibit B. Amendment to Letter of Credit; and
Exhibit C. The "past tense" opinion of counsel.
Dated: March 6, 1995
HOLYOKE WATER POWER COMPANY
By
--------------------------
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
EXHIBIT A
AMENDMENT TO REIMBURSEMENT AND SECURITY AGREEMENT
AMENDMENT dated as of January 1, 1995 between Holyoke Water
Power Company (the "Company") and Union Bank of Switzerland, New York
Branch (the "Bank").
WHEREAS, the parties hereto have entered into a
Reimbursement and Security Agreement dated as of November 1, 1988 (the
"Agreement"); and
WHEREAS, the parties hereto wish to amend the Agreement in
the manner specified below;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions; Interpretation. Each term used herein
has the meaning set forth in the Agreement unless otherwise defined herein.
References to "hereof", "hereunder" and "this Agreement" and all similar
references contained in the Agreement shall during the effectiveness of this
Amendment refer to the Agreement as amended hereby. Except as expressly set
forth herein, this Amendment shall not amend or waive any provision of the
Agreement, and all such provisions are hereby ratified and confirmed in all
respects.
Section 2. Amendment of the Agreement. Section 3(b) of
the Agreement is hereby amended by replacing the words "45/100 of 1% per
annum" in the clause (ii) thereof with the words "40/100 of 1% per annum".
Section 3. Counterparts. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the
same effect as if all signatures thereon were upon the same instrument.
Section 4. Effectiveness. This Amendment shall become
effective as of the date hereof when each party shall have received a
counterpart duly executed by the other party.
Section 5. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and duly authorized as of the date first
written.
Holyoke Water Power Company
BY /s/ John B. Keane
Title: Vice President
and Treasurer
Union Bank of Switzerland
New York Branch
BY /s/ Christopher W. Criswell
Title: Managing Director
BY /s/ Dieter Hoeppli
Title: Assistant Vice President
EXHIBIT B
Union Bank of Switzerland
New York Branch
January 1, 1995
Ref: Irrevocable Letter of Credit No. 84266
Chemical Bank,
as agent for the Trustee under
Indenture of Trust dated as of
November 1, 1988
Dear Sirs:
Subject to your approval hereof as requested below, this letter amends our
Irrevocable Letter of Credit No. 84266, dated November 18, 1988 and issued in
your favor.
The last paragraph on page 3 and the first paragraph on page 4 of the
referenced Letter of Credit is hereby amended to read in full as follows:
This Letter of Credit shall expire at our close of business at our
aforesaid address on the earlier to occur of (i) the Expiration Date (or if the
same is not a Business Day, the first Business Day following the Expiration
Date) or (ii) the date on which we receive from the Trustee a certificate in the
form of Annex F hereto. This Letter of Credit shall be promptly surrendered to
us by you upon such expiration. The Expiration Date shall be November 1, 1997;
provided that, unless this Letter of Credit shall have previously expired, if
the Company so requests by Irrevocable written notice to the Bank not more than
90 days nor less than 60 days prior to November 1, in any year, the Bank may, in
its sole and absolute discretion, elect to extend the Expiration Date by an
additional period of one year. Any such extension may be effected only by a
written instrument sigNed by the Bank and specifying the new Expiration Date.
If the Bank fails to respond to any such request of the Company, the Bank shall
be deemed conclusively to have elected not to consent to such request.
Please signify your consent to the foregoing amendment by signing a copy of
this letter in the space provided below and returning it to us, whereupon the
referenced Letter of Credit shall be amended as set forth above, effective as of
the date of this letter.
Very truly yours,
Union Bank of Switzerland
New York Branch
By /s/ Christopher W. Criswell
Managing Director
By /s/ Dieter Hoeppli
Assistant Vice President
Accepted and agreed to:
Chemical Bank,
as agent for the Trustee under the
Indenture of Trust referred to above
By /s/ James S. Chester
Title: Assistant Treasurer
EXHIBIT C
March 6, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company, the
service company affiliate of Holyoke Water Power Company ("HWP"), an electric
utility subsidiary of Northeast Utilities, a registered holding company. As
counsel to HWP, I am delivering this opinion in connection with the Certificate
as to Consummation of Transaction (the "Certificate") delivered on the date
hereof pursuant to the Public Utility Holding Company Act of 1935, as amended,
(the "Act") and Rule 24(a) thereunder, and relating to the
application/declaration (the "Application") on Form U-1 (File No. 70-7495), as
amended, of HWP to the Securities and Exchange Commission (the "Commission")
under the Act with respect to the amendment of the Reimbursement and Security
Agreement, dated as of November 1, 1988, (the "Reimbursement Agreement") between
HWP and the Union Bank of Switzerland, New York Branch (the "Bank") and of the
related irrevocable letter of credit issued by the Bank on November 18, 1988
(the "Letter of Credit"). The Commission permitted the Application, as amended,
to become effective by its order set forth in Release No. 35-26208, dated
December 29, 1994 (the "Order").
In connection with this opinion, I have examined or caused to be examined
the Application, the various exhibits thereto, and the Order and have examined
or caused to be examined such other papers, documents and records, have made
such examination of law, and have satisfied myself as to such other matters as I
deemed relevant and necessary for the purpose of this opinion. I have assumed
the authenticity of all documents submitted to me as originals, the genuineness
of all signatures, the legal capacity of actual persons, and the conformity to
originals of all documents submitted to me as copies.
Based upon the foregoing, I am of the following opinion:
(1) The Reimbursement Agreement and the Letter of Credit were amended, as
of February 28, 1995, in accordance with the terms and conditions of and for the
purposes represented by the Application and of the Order.
(2) All state laws applicable to the transactions contemplated by the
Application and the Order (the "Transactions") were complied with;
(3) HWP is validly organized and duly existing as a corporation under the
laws of the Commonwealth of Massachusetts;
(4) The consummation of the Transactions did not violate the legal rights
of the holders of any securities issued by HWP and any associate company of HWP.
The opinions set forth herein are based upon, and limited to, the laws of
the State of New York, the Commonwealth of Massachusetts and the federal laws of
the United States. I am admitted to the bar of the State of New York and not to
the bar of any other state. In expressing any opinions about matters governed
by the laws of the Commonwealth of Massachusetts, I have reviewed the relevant
laws and conferred with counsel who are members of the bar of Connecticut.
I hereby consent to the use of this opinion in connection with the filing
of the Certificate.
Very truly yours,
Jeffrey C. Miller
Assistant General Counsel
