FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE OF PARTIAL CONSUMMATION WITH RESPECT TO
1) AMENDMENT TO REVOLVING CREDIT FACILITY
AND 2) AMENDMENT TO NU PARENT CREDIT AGREEMENT
NORTHEAST UTILITIES ("NU")
THE CONNECTICUT LIGHT AND POWER COMPANY ("CL&P")
WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO")
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE ("PSNH")
HOLYOKE WATER POWER COMPANY ("HWP")
NORTH ATLANTIC ENERGY CORPORATION ("NAEC")
Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Utility Holding Company Act of 1935, as amended,
NU, CL&P, WMECO, PSNH, HWP, and NAEC (collectively, the "Applicants") hereby
report and certify as follows:
Effective as of March 3, 1999, NU, CL&P and WMECO entered into the
Third Amendment and Waiver dated as of March 3, 1999 to the Credit
Agreement dated as of November 21, 1996, among NU, CL&P and WMECO and the
Lenders named therein as contemplated by the Application/Declaration (as
amended, the "Application") in File No. 70-8875, insofar as the Application
related to Amendments to the Credit Agreement dated November 21, 1996. The
transactions were carried out in accordance with the terms and conditions of
and for the purposes represented by the Application and the orders of the
Commission issued on November 20, 1996, February 11, 1997, March 25, 1997 and
May 29, 1997 in this File.
Additionally, pursuant to the requirements of Rule 24(a) of the
Commission's regulations under the Public Utility Holding Company Act of
1935, as amended, NU (the "Applicant") hereby reports and certifies as
follows:
Effective as of March 9, 1999, NU entered into a Second Amendment to the
Credit Agreement dated as of February 10, 1998 with the Lenders and Toronto
Dominion (Texas), Inc., as Administrative Agent for the Lenders named therein
as contemplated by the Application/Declaration (as 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 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 on January 16, 1998 in this File.
The following additional exhibits are filed herewith:
B.11 Third Amendment and Waiver to the Credit Agreement dated as of November
21, 1996, dated as of March 3, 1999.
B.12 Second Amendment to the Credit Agreement dated as of February 10, 1998,
dated as of March 9, 1999.
March 19, 1999
NORTHEAST UTILITIES HOLYOKE WATER POWER COMPANY
THE CONNECTICUT LIGHT AND POWER COMPANY NORTH ATLANTIC ENERGY CORPORATION
WESTERN MASSACHUSETTS ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE
BY
/s/Randy A. Shoop
Randy A. Shoop
Assistant Treasurer
Northeast Utilities Service Company
EXECUTION COPY
THIRD AMENDMENT AND WAIVER TO THE LOAN DOCUMENTS
Dated as of March 3, 1999
This THIRD AMENDMENT AND WAIVER dated as of March 3, 1999 (the "Amendment")
among NORTHEAST UTILITIES ("NU"), THE CONNECTICUT LIGHT AND POWER COMPANY
("CL&P") and WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO"; NU, CL&P AND
WMECO, each being a "Borrower", and collectively, the "Borrowers"), the
various financial institutions listed on the signature pages hereto and
CITIBANK, N.A., as administrative agent and collateral agent (the
"Administrative Agent").
WHEREAS, the Borrowers, certain Banks and the Administrative Agent have
entered into a Credit Agreement dated as of November 21, 1996, as amended by
the First Amendment and Waiver dated as of May 30, 1997 and the Second
Amendment and Waiver dated as of September 11, 1998 (such Credit Agreement,
as so amended and as otherwise amended, supplemented or otherwise modified
through the date hereof, the "Credit Agreement"; capitalized terms used
herein unless otherwise defined herein shall have the meanings set forth in
the Credit Agreement);
WHEREAS, the Borrowers, certain Banks and the Administrative Agent have
entered into a Collateral Agency Agreement dated as of May 30, 1997 (such
Collateral Agency Agreement, as so amended and as otherwise amended,
supplemented or otherwise modified through the date hereof, the "Collateral
Agency Agreement");
WHEREAS, the Borrowers and the Majority Lenders have agreed to further amend
the Credit Agreement and to waive compliance by CL&P with the common equity
ratio covenant set forth in Section 7.03(a) of the Credit Agreement and to
further amend the Credit Agreement and the Collateral Agency Agreement to
delete NU as a Borrower under the Credit Agreement and as a party to each
such Agreement, in each case as hereinafter set forth;
NOW THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
SECTION 1. Waiver. Subject to the satisfaction of the conditions precedent
in Section 4 hereof, the Lenders hereby waive compliance by CL&P with the
common equity ratio covenant applicable to it set forth in Section 7.03(a) of
the Credit Agreement in respect of the Fiscal Quarter ended December 31,
1998.
SECTION 2. Amendment of Credit Agreement. Subject to the satisfaction of
the conditions precedent in Section 4 hereof the Credit Agreement is hereby
amended as follows:
(a) The recital of parties to the Credit Agreement is hereby amended to
delete subsection (i) therein which reads "(i) NORTHEAST UTILITIES, an
unincorporated voluntary business association organized under the laws of the
Commonwealth of Massachusetts ("NU")" and substitute therefor the phrase
"(i) [Intentionally Deleted]".
(b) The recital of parties to the Credit Agreement is hereby amended further
to amend clause (iii) in its entirety to read as follows:
"(iii) WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation organized
under the laws of the Commonwealth of Massachusetts ("WMECO"); CL&P and
WMECO, each being a "Borrower" and collectively, the "Borrowers");"
(c) The definition of "Borrower Sublimit" in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"'Borrower Sublimit' means: (i) with respect to CL&P, the lesser of (a)
$313,750,000 and (b) the Secured Available Amount and (ii) with respect to
WMECO, the lesser of (a) $150,000,000 and (b) the Secured Available Amount."
(d) The definition of "Consolidated Operating Income" in Section 1.01 of the
Credit Agreement is hereby amended to delete clause (i) thereof and
substitute therefor the following:
"(i) increased by the amount of income taxes accrued less the amount of
income taxes paid by such Borrower and its Subsidiaries during such period,
if and to the extent deducted in the computation of such Borrower's and its
Subsidiaries' consolidated operating income for such period; provided,
however, that income taxes paid shall be excluded from this computation to
the extent that they represent taxes paid on or in respect of amounts
realized from the sale of generating assets auctioned or sold which have not
been or will not be reflected as revenues in the income statements of such
Borrower or its Subsidiaries;"
(e) The definition of "NU" in Section 1.01 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"'NU' means Northeast Utilities, an unincorporated voluntary business
association organized under the laws of the Commonwealth of Massachusetts."
(f) Section 7.03(a) (the Common Equity Ratio) of the Credit Agreement is
amended to delete the table therein in its entirety and substitute therefor
the following table:
Borrower Period
CL&P 1/1/99 thereafter 0.28:1.00
WMECO 1/1/99 thereafter 0.28:1.00
(g) Section 7.03(b) (the Interest Coverage Ratio) of the Credit Agreement is
amended to delete the table therein in its entirety and substitute therefor
the following table:
Borrower Period
CL&P 1/1/99 through 3/31/99 1.75:1.00
CL&P 4/1/99 and thereafter 1.75:1.00
WMECO 1/1/99 through 3/31/99 1.75:1.00
WMECO 4/1/99 and thereafter 2.00:1.00
(h) Section 8.01 (Events of Default) of the Credit Agreement is amended by
deleting subsection (k) therein (with respect to the Operating Companies of
NU failing to have a minimum Aggregate Dividend Paying Availability) and
substituting therefor the phrase "(k) [Intentionally Deleted]".
(i) Section 8.01 (Events of Default) of the Credit Agreement is amended
further by deleting subsection (l) therein (with respect to the occurrence of
an Event of Default by any other Borrower constituting an Event of Default by
NU) and substituting therefor the phrase "(l) [Intentionally Deleted]".
(j) Section 8.01 (Events of Default) of the Credit Agreement is amended
further by adding at the end of clause (n) before the "." the phrase "; or"
and thereafter new clauses (o), (p) and (q) to read as follows:
"(o) HWP shall sell, transfer or otherwise dispose of (by leave or
otherwise, and whether in one or a series of related transactions) any
portion of its generation, transmission or distribution assets in excess of
10% of its net utility plant assets, in each case as determined on a
cumulative basis from the date of this Agreement through the Termination Date
by reference to its published balance sheets; or
(p) Either of NU or HWP shall cease to conduct its primary business in
substantially the same manner and in substantially the same fields as such
business is conducted on the Closing Date; or
(q) NU shall cease to be a "holding company" (as defined in the Public
Utility Holding Company Act of 1935, as amended)."
(k) Section 8.02 (Remedies Upon Events of Default) of the Credit Agreement
is amended to add after the phrase "(h) or (j)" in the parenthetical in the
third line therein the following phrase "or (o) through (q)".
SECTION 3. Amendment of Collateral Agency Agreement. Subject to the
satisfaction of the conditions precedent in Section 3 hereof the Collateral
Agency Agreement is hereby amended as follows:
(a) The recital of parties to the Collateral Agency Agreement is hereby
amended to delete subsection (i) therein which reads "(i) NORTHEAST
UTILITIES, an unincorporated voluntary business association organized under
the laws of the Commonwealth of Massachusetts ("NU")" and substitute
therefor the phrase "(i) [Intentionally Deleted]".
(b) The recital of parties to the Collateral Agency Agreement is hereby
amended to amend clause (iii) in its entirety to read as follows:
"(iii) WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation organized
under the laws of the Commonwealth of Massachusetts ("WMECO"); CL&P and
WMECO, each being a "Borrower" and collectively, the "Borrowers");"
SECTION 4. Conditions of Effectiveness. Each Section of this Amendment
shall become effective (the "Amendment Effective Date") as of the date first
above written, when, and only when the Administrative Agent shall have
received counterparts of this Amendment duly executed by each Borrower and by
the Majority Lenders (defined in the Credit Agreement as Lenders who,
collectively, on the date hereof, have Commitment Percentages in the
aggregate of at least 66-2/3 percent) or, as to any Lender, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment.
SECTION 5. Reference to and Effect on the Loan Documents. (a) Upon the
effectiveness of this Amendment, on and after the date hereof, (i) NU shall
relinquish all of its rights and be released from its obligations as a
Borrower under the Credit Agreement (other than its rights and obligations
under the Loan Documents that are specified under the terms of such Loan
Documents to survive the payment in full of the obligations of the Borrowers
under the Loan Documents to the extent any claim thereunder relates to an
event arising prior to the Amendment Effective Date) and NU shall cease to be
a party thereto, (ii) each reference in the Loan Documents and each exhibit
thereto to "the Borrowers" or "any Borrower" or words of like import
referring to a Borrower or the Borrowers collectively, shall be deemed to
exclude NU as a Borrower, (iii) each reference in the Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment, and (iv) each reference in the Loan
Documents to "the Collateral Agency Agreement", "thereunder", "thereof" or
words of like import referring to the Collateral Agency Agreement, shall mean
and be a reference to the Collateral Agency Agreement, as amended by this
Amendment.
(b) Except as specifically amended above, the Credit Agreement, the
Collateral Agency Agreement and the other Loan Documents are and shall
continue to be in full force and effect and are hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided in Sections 1, 2 and 3 hereof, operate as a
waiver of any right, power or remedy of any Lender or the Administrative
Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
SECTION 6. Costs, Expenses and Taxes. The Borrowers agree to pay on demand
all costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and
amendment of this Amendment and any other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel to the Administrative Agent) in accordance with the terms
of Section 10.04 of the Credit Agreement.
SECTION 7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 9. 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
executed by their respective officers thereunto duly authorized, as of the
date first above written.
NORTHEAST UTILITIES
By: /s/Randy A. Shoop
Name:Randy A. Shoop
Title:Assistant Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/Randy A. Shoop
Name:Randy A. Shoop
Title:Assistant Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /s/Randy A. Shoop
Name:Randy A. Shoop
Title:Assistant Treasurer
CITIBANK, N.A.
as Administrative Agent, Collateral Agent and Lender
By: /s/Robert J. Harrity, Jr.
Title: Managing Director
TORONTO DOMINION (NEW YORK), INC.,
as Co-Agent and Lender
By: /s/Jorge A. Garcia
Title: Vice President
FLEET NATIONAL BANK,
as Co-Agent and Lender
By: /s/Daniel D. Butler
Title:Vice President
CIBC INC.
as Co-Agent and Lender
By:/s/Denis O'Meara
Title: Executive Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Agent and Lender
By: /s/Madeleine N. Ember
Title: Assistant Vice President
BANKBOSTON, N.A.,
as Lender
By: /s/Thomas E. O'Leary
Title:Division Executive
BARCLAYS BANK PLC,
as Lender
By: /s/Sydney G. Dennis
Title: Director
MELLON BANK, N.A.
as Lender
By:
Name:
Title:
UBS AG, NEW YORK BRANCH, as Lender
By: /s/Paul Morrison
Title:Director
By: /s/Andrew N. Taylor
Title: Associate Director
UBS AG, STANFORD BRANCH, as Lender
By: /s/Paul Morrison
Title:Director
By: /s/Andrew N. Taylor
Title: Associate Director
THE YASUDA TRUST AND BANKING CO., LTD., NEW YORK BRANCH,
as Lender
By: /s/Junichiro Kawamura
Title:Vice President
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/Robert J. Cole
Title:Vice President
EXECUTION COPY
SECOND AMENDMENT dated as of March 9, 1999 (this "Amendment"), to the
Credit Agreement dated as of February 10, 1998, as amended by the First
Amendment dated as of February 8, 1999, (the "Credit Agreement"), among
NORTHEAST UTILITIES, an unincorporated business association organized under
the laws of the commonwealth of Massachusetts (the "Borrower"), the Lenders
from time to time party thereto, and TORONTO DOMINION (TEXAS), INC., as
Administrative Agent (the "Administrative Agent") for the Lenders.
The Borrower has requested that the Credit Agreement be further amended as
set forth herein and the Lenders are willing so to amend the Credit Agreement
on the terms and subject to the conditions set forth herein.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
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 agree as follows:
SECTION 1. Extension. The Lenders hereby agree to extend the Termination
Date, as defined in Section 1.01 of the Credit Agreement, to September 9,
1999.
SECTION 2. Amendments to the Credit Agreement. (a) The definition of
"Existing Credit Agreement" in Section 1.01 of the Credit Agreement is hereby
replaced in its entirety by the following:
"'Existing Credit Agreement' means the Credit Agreement dated as of November
21, 1996, among the Borrower, CL&P, WMECO, the Banks party thereto, Citicorp
Securities Inc., Toronto Dominion Securities (USA) Inc., Fleet National Bank
and Citibank, N.A. described on Schedule IV hereto as amended, modified or
supplemented to the date hereof, and as amended by the Third Amendment and
Waiver dated as of March 3, 1999 among the Borrower, CL&P and WMECO, the
Lenders named therein and Citibank, N.A., together in each case with all
"Notes" issued and "Advances" made thereunder."
The Third Amendment and Waiver dated as of March 3, 1999 is attached as
Exhibit A hereto.
(b) The definition of "Consolidated Operating Income" in Section 1.01 of the
Credit Agreement is hereby amended by deleting clause (i) thereof and
substituting therefor the following:
"(i) increased by the amount of income taxes accrued less the amount of
income taxes paid by such Borrower and its Subsidiaries during such period,
if and to the extent deducted in the computation of such Borrower's and its
Subsidiaries' consolidated operating income for such period; provided,
however, that income taxes paid shall be excluded from this computation to
the extent that they represent taxes paid on or in respect of amounts
realized from the sale of generating assets auctioned or sold which have not
been or will not be reflected a revenues in the income statements of such
Borrower or its Subsidiaries."
(c) Section 7.01(j) of the Credit Agreement is hereby amended by deleting
the last sentence thereof and substituting therefor the following:
"All such assets and properties are free and clear of any Lien, other than
Liens permitted under, or, as to any Principal Subsidiary of the Borrower, of
the sort or type permitted under, Section 7.02(a) hereof."
(d) Section 7.03(a) of the Credit Agreement is hereby replaced in its
entirety by the following:
"(a) Common Equity Ratio. Maintain at all times a ratio of Common Equity to
Total Capitalization of not less than 0.31 : 1.00."
(e) Section 7.03(b) of the Credit Agreement is hereby replaced in its
entirety by the following:
"(b) Interest Coverage Ratio. Maintain a ratio of Consolidated Operating
Income to Consolidated Interest Expense of not less than the amount set forth
below as of the end of each Fiscal Quarter for the period of four Fiscal
Quarters then ended in each corresponding period set forth below.
Period Ratio
1/1/99 through 3/31/99 2.00 : 1.00
4/1/99 through 9/30/99 1.75 : 1.00
10/1/99 and thereafter 2.00 : 1.00"
(f) Section 8.02 of the Credit Agreement is amended by deleting the second
proviso thereto in its entirety and substituting therefor the following:
"and provided further, however, that in the event of an actual or deemed
entry of an order for relief with respect to the Borrower under the Federal
Bankruptcy Code or an Event of Default under clause (k) of Section 8.01 with
respect to clauses (o), (p) or (q) of Section 8.01 of the Existing Credit
Agreement, (A) the obligation of each Lender to make Advances to the Borrower
shall automatically be terminated and (B) the Notes, all such interest and
all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower."
SECTION 3. Fees. (a) On the Effective Date (as defined below), the Borrower
shall pay a fee to each Lender equal to 0.50% of the aggregate amount of such
Lender's Commitment as of the Effective Date.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Effective Date") that:
(a) the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of the Borrower and
Lenders; and
(b) the Administrative Agent shall have received all fees required to be paid
on the Effective Date pursuant to Section 3 hereof and all other fees and
other amounts due and payable by the Borrower on or prior to the Effective
Date.
SECTION 5. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent or the Borrower under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Borrower to a consent to, or a
waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to herein. Any
default under this Amendment shall constitute an Event of Default under the
Credit Agreement. This Amendment shall constitute a "Loan Document" under
the Credit Agreement.
SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually
executed counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. 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 9. 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.
SECTION 10. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers, all as of the date and year first
above written.
NORTHEAST UTILITIES,
by
Name:/s/Randy A. Shoop
Title:Assistant Treasurer
TORONTO DOMINION (TEXAS) INC., as Administrative Agent,
by
Name: /s/Alva J. Jones
Title: Vice President
THE TORONTO-DOMINION BANK,
by
Name: /s/Alva J. Jones
Title: Manager of Credit Administration
