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.
Reference is made to the Company's Form U-6B-2 filed on December 22, 1998
(the "Original Form") describing certain transactions entered into prior
to such date. Except as otherwise defined herein, terms used herein
shall have the meanings set forth in the Original Form.
1. Type of the security or securities:See Original Form for general
description. Pursuant to the terms of the Loan Agreement and the Indenture of
Trust dated as of November 1, 1988 (the "Indenture"), between the Issuer and
Baybank Middlesex, as trustee (the "1988 Trustee"), the 1988 Letter of Credit
was terminated and replaced by a new letter of credit (the "1999 Letter of
Credit") on November 3, 1999. The 1999 Letter of Credit was issued by The
Toronto-Dominion Bank (the "1999 Bank") for the account of the Company in
support of the Bonds pursuant to a new Reimbursement and Security Agreement
dated as of November 3, 1999 (the "1999 Reimbursement Agreement"), between the
Company and the 1999 Bank and is substantially similar in all material respects
to the 1988 Letter of Credit. The expiration date of the 1999 Letter of Credit
is October 31, 2000.
2 through 4. See Original Form.
5. Date of issue, renewal, or guaranty of each security: 1999
Reimbursement Agreement dated as of November 3, 1999.
6 through 15. See Original Form.
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
November 12, 1999
