UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
NORTHEAST UTILITIES ("NU") et al. CERTIFICATE
File No. 70-8875 PURSUANT TO
(Public Utility Holding Company RULE 24
Act of 1935)
Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Utility Holding Company Act of 1935, as amended
and with reference to the transactions proposed in the Application-
Declaration on Form U-1, as supplemented and amended (the "Application") in
File No. 70-8875, insofar as the Application related to the issuance and sale
of notes by NU through December 31, 2000 under a supplementary revolving
credit facility in the aggregate principal amount of up to $25 million (the
"Transaction"), NU, (the "Applicant") hereby reports and certifies as
follows:
1. On February 8, 1999, NU entered into a First Amendment ("First
Amendment") to the Credit Agreement dated as of February 10, 1998 (the
"Credit Agreement") with the lenders party thereto and Toronto Dominion
(Texas), Inc., as administrative agent for the Lenders.
2. The First Amendment, a copy of which is filed hereunder as Exhibit
A, extends the termination date of the Credit Agreement to March 9, 1999.
The Transaction was carried out in accordance with the terms and
conditions of and for the purposes represented by the Application and the
order of the Commission issued January 16, 1998 in this file (SEC Release No.
35-26816).
February 9, 1999
NORTHEAST UTILITIES
By/s/ Randy A. Shoop
Title: Assistant Treasurer
EXHIBIT
A First Amendment to Credit Agreement dated as of February 8, 1999.
EXECUTION COPY
FIRST AMENDMENT dated as of February 8, 1999 (this "Amendment"), to the
Credit Agreement dated as of February 10, 1998 (the "Credit Agreement"),
among NORTHEAST UTILITIES, an unincorporated voluntary business association
organized under the laws of the Commonwealth of Massachusetts (the
"Borrower"), the lenders party thereto (the "Lenders"), and TORONTO DOMINION
(TEXAS), INC., as administrative agent for the Lenders (the "Administrative
Agent").
WHEREAS, the Termination Date (such term and each other capitalized
term used but not defined herein having the meaning assigned in the Credit
Agreement)is February 9, 1999.
WHEREAS, the Borrower has requested that the Lenders extend the
Termination Date to March 9, 1999 and the Lenders are willing to do so,
subject to the terms and conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Extension. The Lenders hereby agree to extend the
Termination Date to March 9, 1999; provided, that no Borrowings under the
Credit Agreement shall be made available to the Borrower unless and until the
Borrower satisfies certain conditions to be agreed upon by the Borrower and
the Lenders, which conditions shall be satisfactory to the Lenders in their
sole and absolute discretion.
SECTION 2. Credit Agreement. Except as specifically stated
herein, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used therein, the terms
"Agreement", "herein", "hereunder", "hereto", "hereof" and words of similar
import shall, unless the context otherwise requires, refer to the Credit
Agreement as modified hereby.
SECTION 3. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this
Agreement.
SECTION 5. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Administrative Agent.
SECTION 6. Limitation of Liability. No shareholder or trustee of
NU shall be held to any liability whatever for the payment of any sum of
money or for damages or otherwise under this Amendment, and this Amendment
shall not be enforceable against any such trustee in their or his or her
individual capacities or capacity and this Amendment shall be enforceable
against the trustees of NU only as such, and every person, firm, association,
trust or corporation having any claim or demand arising under this Amendment
and relating to NU, its shareholders or trustees shall look solely to the
trust estate of NU for the payment or satisfaction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date
first above written.
NORTHEAST UTILITIES,
by /s/ Randy A. Shoop
Title: Assistant Treasurer
TORONTO DOMINION (TEXAS) INC.,
as Administrative Agent,
by
/s/Alva J. Jones
Title: Vice President
THE TORONTO-DOMINION BANK,
by
/s/Alva J. Jones
Title:Manager of Credit Administration
