SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
Certificate of Notification
of
Holyoke Water Power Company
with respect to Financing of Pollution Control Facilities
Certificate is filed by: Holyoke Water Power Company (the "Company").
This certificate is notice that the above-named company has issued,
renewed or guaranteed the security or securities described herein which
issue, renewal or guaranty was exempted from the provisions of Section
6(a) of the Act and was neither the subject of a declaration or
application on Form U-1 nor included within the exemption provided by
Rule U-48.
1. Type of the security or securities: Pursuant to a Loan Agreement
dated as of November 1, 1988 (the "Loan Agreement"), between the Company
and the City of Holyoke, Massachusetts, acting by and through its
Industrial Development Finance Authority (the "Issuer"), on November 18,
1988 the Company issued its promissory note in the principal amount of
$8,000,000 (the "Promissory Note") to evidence its obligation to repay
the loan made to it by the Issuer of the proceeds of the $8,000,000
Pollution Control Revenue Refunding Bonds (Holyoke Water Power Company
Project) Series 1988 issued by the Issuer on the Company's behalf (the
"Bonds"). The Bonds were, upon issue on November 18, 1988, and continue
to be, supported by a letter of credit (the "1988 Letter of Credit")
issued by UBS AG, New York Branch (formerly known as Union Bank of
Switzerland, New York Branch) (the "Bank") pursuant to the Reimbursement
and Security Agreement dated as of November 1, 1988 (the "1988
Reimbursement Agreement"), between the Company and the Bank. The
original transaction and certain modifications thereto were the subject
of the Company's Application/Declaration on Form U-1, as amended, in File
No. 70-7495 and the Commission's Orders with respect thereto dated
November 9, 1988 (Release No. 35-24742) and December 29, 1994 (Release
No. 35-26208). By amendment to the 1988 Reimbursement Agreement
effective as of November 1, 1998, the expiration date of the 1988 Letter
of Credit was extended to November 8, 1999.
2. Issue, renewal, or guaranty: Renewal
3. Principal amount of each security: $8,000,000.
4. Rate of interest per annum of each security: Pursuant to the Loan
Agreement, the Company is obligated to make loan payments equal to the
amount payable as principal, premium, if any, or interest due on the
Bonds on such date. The Bonds may bear interest at weekly or term rates.
The Bonds currently bear interest at weekly rates.
5. Date of issue, renewal, or guaranty of each security: 1988
Reimbursement Agreement amended as of November 1, 1998.
6. If renewal of security, give date of original issue: Promissory Note
and Bonds November 18, 1988.
7. Date of maturity of each security: November 1, 2013.
8. Name of the person to whom each security was issued, renewed or
guaranteed: The Promissory Note was issued to the Issuer and then
assigned by the Issuer to the trustee for the Bonds as security therefor.
The Bonds were issued to Goldman, Sachs and Co. as underwriter and
then sold by such underwriter to the public.
9. Collateral given with each security, if any: N/A
10. Consideration received for each security: The Bonds were sold in
1988 to the underwriters at 99.25% of the principal amount thereof and to
the public at 100% of the principal amount thereof. The Company received
the net proceeds from the sale of the Bonds in exchange for the
Promissory Note.
11. Application of proceeds of each security: The net proceeds from the
sale of the Bonds received in exchange for the Promissory Note were used
in 1988 to refund a like amount of maturing tax-exempt pollution control
bonds of the Issuer, the proceeds of which had previously been loaned to
the Company under an agreement between the Company and the Issuer in 1981
to finance a portion of the cost of acquiring, constructing, and
installing pollution control facilities at the Mt. Tom Station located in
Holyoke, Massachusetts.
12. Indicate by a check after the applicable statement below whether the
issue, renewal, or guarantee of each security was exempt from the
provisions of Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b):
b. the provisions contained in the fourth sentence of Section 6(b):
c. the provisions contained in any rule of the Commission other than
Rule U-48: X
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give the
figures which indicate that the security or securities aggregate
(together with all other than outstanding notes and drafts of a maturity
of nine months or less, exclusive of days of grace, as to which such
company is primarily or secondarily liable) not more than 5 per centum of
the principal amount and par value of the other securities of such
company then outstanding. (Demand notes, regardless of how long they may
have been outstanding, shall be considered as maturing in not more than
nine months for purposes of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b).): N/A.
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name the
security outstanding on January 1, 1935, pursuant to the terms of which
the security or securities herein described have been issued: N/A.
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule U-48,
designate the rule under which exemption is claimed: Rule 52.
HOLYOKE WATER POWER COMPANY
By______________________________/s/Richard J. Wasserman
Richard J. Wasserman
For Day, Berry & Howard LLP
CityPlace I
Hartford, CT 06103-3499
Its Attorneys
Date: December 22, 1998
