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File No. 70-8571
SECURITIES AND EXCHANGE COMMISSION
45 Fifth Street, N.W.
Washington, DC 20549
CERTIFICATE OF NOTIFICATION
Pursuant to Rule 24(a) under the Public
Utility Holding Company Act of 1935
Filed by
NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
It is hereby certified that as of April 13, 1995, certain transactions
covered by the statement on Form U-1 and amendments thereto, and the Order of
the Securities and Exchange Commission in this file dated April 7, 1995, with
respect thereto have been carried out, in accordance with the terms and
conditions of and for the purpose represented in said statement and Order of
the Commission, as follows:
New England Energy Incorporated (NEEI) executed with New England
Electric System, Amendment No. 7 to the Capital Funds Agreement,
Amendment No. 6 to the Loan Agreement, and Amendment No. 2 to the
Capital Maintenance Agreement; and executed with New England Power
Company, Amendment No. 5 to the Fuel Purchase Contract; all such
amendments dated as of April 13, 1995. Copies of these executed
contracts are filed with this Certificate of Notification as Exhibits A,
B, C, and D, respectively.
NEEI executed the Credit Agreement dated as of April 13, 1995, with a
group of banks led by Credit Suisse as Agent, a copy of which is also
attached as an exhibit to this Certificate of Notification as Exhibit E,
and issued notes to each of the banks in the form of Exhibits A-1, A-2-
CMA, and A-2-FPC attached to the Credit Agreement.
The required "past tense" opinion of counsel is attached hereto.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this Certificate of
Notification (Commission's File No. 70-8571) to be signed on its behalf, as
indicated, by the undersigned officer thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By:____________________________________________
Michael E. Jesanis, Treasurer
NEW ENGLAND ENERGY INCORPORATED
s/John G. Cochrane
By:____________________________________________
John G. Cochrane, Treasurer
NEW ENGLAND POWER COMPANY
s/John G. Cochrane
By:____________________________________________
John G. Cochrane, Assistant Treasurer
Date: April 20, 1995
The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth. Any agreement, obligation or liability made, entered
into or incurred by or on behalf of New England Electric System binds only its
trust estate, and no shareholder, director, trustee, officer or agent thereof
assumed or shall be held to any liability therefor.
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EXHIBIT INDEX
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Exhibit No. Description Page
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Exhibit A Amendment No. 7 to the Filed under
Capital Funds Agreement Cover of Form SE
Exhibit B Amendment No. 6 to the Filed under
Loan Agreement Cover of Form SE
Exhibit C Amendment No. 2 to the Filed under
Capital Maintenance Agreement Cover of Form SE
Exhibit D Amendment No. 5 to the Filed under
Fuel Purchase Contract Cover of Form SE
Exhibit E Credit Agreement Filed under
Cover of Form SE
Exhibit I Past Tense Opinion of Counsel Filed Herewith
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25 Research Drive, Westborough, Massachusetts 01582
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Exhibit I
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Electric System
New England Energy Incorporated
New England Power Company
File No. 70-8571
Dear Sirs:
The statement on Form U-1 filed in the above proceeding was permitted to
become effective by the Commission's Order dated April 7, 1995. As counsel
for the above named companies, I have reviewed the following actions taken
subsequent to my opinion dated March 17, 1995, to carry out the transactions
described in the statement:
New England Energy Incorporated (NEEI) executed with New England
Electric System, Amendment No. 7 to the Capital Funds Agreement,
Amendment No. 6 to the Loan Agreement, and Amendment No. 2 to the
Capital Maintenance Agreement; and executed with New England Power
Company, Amendment No. 5 to the Fuel Purchase Contract; all such
amendments dated as of April 13, 1995. Copies of these executed
contracts are filed as exhibits with the Certificate of Notification to
which this opinion is also an exhibit.
NEEI executed the Credit Agreement dated as of April 13, 1995, with a
group of banks led by Credit Suisse as Agent, a copy of which is also
attached as an exhibit to the Certificate of Notification.
I have reviewed the above mentioned opinion, which was filed by
amendment as Exhibit F-1 to the statement on Form U-1 in the above proceeding,
and I hereby confirm the various opinions and statements contained therein.
It is my further opinion that the foregoing transactions have been carried out
in accordance with the statement.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Assistant General Counsel
