SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof pursuant to
Rule U-20-(d) adopted under the Public Utility Holding Company Act of 1935.
Certificate is filed by MAINE YANKEE ATOMIC POWER 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.
Note: As used in this Certificate, the symbol "A" identifies
information relating to a certain Credit Agreement dated April 7, 1998, among
Maine Yankee Atomic Power Company ("Maine Yankee"), Toronto Dominion (Texas),
Inc. ("TD"), individually and as Administrative Agent and Collateral Agent, and
The Bank of New York ("BNY"), individually and as Syndication Agent. The symbol
"A(1)" identifies information relating to the initial April 7, 1998, two-day
loan under the Credit Agreement, and the symbol "A(2)" identifies information
relating to the April 9, 1998, renewal of the A(1) loan for three different
interest periods. The symbol "B" identifies information relating to a certain
Note Purchase Agreement dated April 7, 1998, between Maine Yankee and Teachers
Insurance and Annuity Association of America ("TIAA").
1. Type of security or securities.
A -- Revolving loans
B -- Senior Secured Note
2. Issue, renewal or guaranty.
A(1) and B -- Issue
A(2) -- Renewal
3. Principal amount of each security.
A -- $50,000,000 for account of TD; $30,000,000 for account of BNY
B -- $48,000,000 payable to TIAA
4. Rate of interest per annum of each security.
A(1) -- 9.25%
A(2) -- 7.4375%
B -- 7.87% (fixed for term of security)
5. Date of issue, renewal or guaranty of each security.
A(1) and B -- April 7, 1998
A(2) -- April 9, 1998
6. If renewal of security, give date of original issue.
A(1) and B -- Not applicable
A(2) -- April 7, 1998
7. Date of maturity of each security.
A(1) -- April 9, 1998
A(2) -- May 11, 1998 ($30,000,000)
June 9, 1998 ($30,000,000)
July 9, 1998 ($20,000,000)
B -- March 31, 2006
8. Name of the person to whom each security was issued, renewed or
guaranteed.
A -- $50,000,000 principal amount for account of TD
$30,000,000 principal amount for account of BNY
B -- TIAA
9. Collateral given with each security.
A and B -- A security interest, in favor of TD as the collateral
agent for the benefit of the lenders as secured parties, in all
of Maine Yankee's right, title and interest in, to and under (a)
each of the agreements listed in the next succeeding paragraph
hereof, as the same may be amended or modified from time to time
(the "Assigned Agreements"), including (i) all rights of Maine
Yankee to receive moneys due and to become due under or pursuant
to the Assigned Agreements (other than amounts paid in respect of
decommissioning costs for deposit in any decommissioning trust
maintained by Maine Yankee), (ii) all rights of Maine Yankee
under any Assigned Agreement to receive proceeds of any
insurance, indemnity, condemnation, warranty or guaranty, (iii)
all claims of Maine Yankee for damages arising out of or for
breach of or default under any Assigned Agreement, and (iv) the
right of Maine Yankee, subject to necessary regulatory approvals,
to terminate, amend, supplement or modify any Assigned Agreement,
to give any waiver, consent, approval or notice thereunder, to
make any election thereunder, to perform thereunder and to compel
performance and to exercise all remedies thereunder, (b) all
rights of Maine Yankee to receive any refund or similar payment
of Federal or state income taxes, (c) all rights of Maine Yankee
in respect of moneys withdrawn from the decommissioning trust on
account of the market value of services provided by the fuel
fabricator in settlement of claims against it, (d) all accounts
receivable of or amounts payable to Maine Yankee under any
contract or agreement for the sale of nuclear fuel, (e) any other
amounts deposited or required to be deposited with the collateral
agent pursuant to an escrow agreement relating to certain unpaid
dividends or to certain prepayments of loans, and (f) all
proceeds of any and all the foregoing.
"Assigned Agreements", as used herein, means the following
agreements between Maine Yankee and each of its sponsoring
utility companies:
(1) Power Contracts, each dated as of May
20, 1968, as amended as of January 1,
1984, March 1, 1984, and
October 1, 1984;
(2) Additional Power Contracts, each dated
as of February 1, 1984;
(3) 1997 Amendatory Agreements, each dated
as of August 6, 1997; and
(4) Capital Funds Agreements, each dated as of
May 20, 1968, as amended as of August 1,
1985.
10. Consideration received for each security.
A and B -- Cash equal to principal amount
11. Application of proceeds of each security.
A(1) and
B -- With other available funds of Maine Yankee, payment prior
to maturity of all First Mortgage Bonds ($75,017,203.64
principal balance), all outstanding indebtedness under Maine
Yankee's Secured Credit Agreement dated as of August 15,
1989, as amended, with The Bank of New York, as Agent, and
certain banks ($37,809,275.48 principal balance), and all
outstanding indebtedness under Maine Yankee's Eurodollar
Revolving Credit Agreement dated as of January 15, 1990, as
amended, with Union Bank of Switzerland (New York Branch),
as Agent, and certain banks ($22,505,521.11 principal
balance), plus applicable premiums and accrued interest.
Payment of the outstanding indebtedness under the two
bank facilities terminated those facilities, in connection
with which Maine Yankee had been filing quarterly
Certificates of Notification with the Commission (File Nos.
70-7627 and 70-7638). In addition, Maine Yankee's First
Mortgage Indenture was discharged upon the payment of all
the outstanding bonds issued thereunder.
A(2) -- Refunding of A(1) loan on April 9, 1998.
12. Indicate by a check after the applicable statement below whether
the issue, renewal or guaranty 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 (Rule 52), for A and B
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 then 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. Not applicable, for A and B
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. Not applicable, for A and B
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, for A and B
MAINE YANKEE ATOMIC POWER COMPANY
By /M. E. Thomas
Michael E. Thomas, Vice President and Treasurer
Date: April 15, 1998
