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 and Trust
Agreement dated as of December 1, 1992 (the "Loan and Trust Agreement"),
among the Company, the Massachusetts Industrial Finance Agency (the
"Issuer"), and BayBank, as trustee (the "Trustee"), the Company agreed to
repay the loan made to it by the Issuer of the proceeds of the
$15,000,000 Pollution Control Refunding Revenue Bonds (Holyoke Water
Power Company Project - 1992 Series A) issued by the Issuer on the
Company's behalf (the "Bonds"). The Bonds were, upon issue on December
17, 1992, and continue to be, supported by a letter of credit (the "1992
Letter of Credit") issued by Canadian Imperial Bank of Commerce, New York
Agency (the "Bank") pursuant to the Letter of Credit and Reimbursement
Agreement dated as of December 1, 1992 (the "1992 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. 70-8060 and
the Commission's Order with respect thereto dated December 3, 1992
(Release No. 35-25692) and the Company's Certificate of Notification on
Form U-6B-2 dated December 22, 1995. By amendment to the 1992
Reimbursement Agreement effective as of October 27, 1998, the expiration
date of the 1992 Letter of Credit was extended to December 31, 1999.
2. Issue, renewal, or guaranty: Renewal
3. Principal amount of each security: $15,000,000.
4. Rate of interest per annum of each security: Pursuant to the Loan
and Trust 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 flexible, weekly,
multiannual, or fixed rates. The Bonds currently bear interest at weekly
rates.
5. Date of issue, renewal, or guaranty of each security: 1992
Reimbursement Agreement amended as of October 27, 1998.
6. If renewal of security, give date of original issue: Loan and Trust
Agreement and Bonds December 17, 1992.
7. Date of maturity of each security: May 1, 2022.
8. Name of the person to whom each security was issued, renewed or
guaranteed: The parties to the Loan and Trust Agreement are the Company,
the Issuer, and the Trustee. 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
1992 to the underwriters at 99.625% of the principal amount thereof and
to the public at 100% of the principal amount thereof. The Issuer loaned
to the Company the net proceeds from the sale of the Bonds pursuant to
the Loan and Trust Agreement.
11. Application of proceeds of each security: The net proceeds from the
sale of the Bonds were used in 1992 to refund a like amount of maturing
tax-exempt pollution control bonds issued by the City of Holyoke,
Massachusetts (the "City"), the proceeds of which had previously been
loaned to the Company under an agreement between the Company and the City
in 1983 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 28, 1998
