FILE NO. 70-9343
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NORTHEAST UTILITIES ("NU")
NORTHEAST UTILITIES SERVICE COMPANY ("NUSCO")
CERTIFICATE OF PARTIAL CONSUMMATION WITH RESPECT TO
GUARANTEES ISSUED BY NU IN SUPPORT OF
OBLIGATIONS OF NONUTILITY SUBSIDIARIES
Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Holding Company Act of 1935, as amended, NU and
NUSCO (collectively, the "Applicants") hereby report and certify, pursuant to
the order of the Commission issued on November 12, 1998 in this file (SEC
Release No. 35-26939, File No. 70-9343), as follows:
As of February 2, 1999, all NU guarantees issued in support of the
obligations of nonutility subsidiaries totalled $53.5 million.
The following additional exhibit is filed herewith:
B.3 Amendment No. 1, dated as of November 30, 1998 (execution copy) to NU
Guaranty dated as of November 30, 1998, made by and among NU, the
Participating Banks, the Issuing Bank and the Administrative
Agent, all named in a $50,000,000 Letter of Credit and Reimbursement
Agreement, dated as of November 30, 1998, among Select Energy, Inc., the
Participating Banks, the Administrative Agent, the Issuing Bank and
Documentation Agent, and the Syndication Agent named therein.
March 19, 1999
NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
BY /s/Randy A. Shoop
Name: Randy A. Shoop
Title: Assistant Treasurer
[EXECUTION COPY]
AMENDMENT NO. 1 TO
NORTHEAST UTILITIES GUARANTY
This AMENDMENT NO. 1, dated as of November 30, 1998, is made by and
among NORTHEAST UTILITIES, an unincorporated voluntary business association
organized under the laws of the Commonwealth of Massachusetts (the
"Guarantor"), the Participating Banks (the "Participating Banks") parties to
the Reimbursement Agreement (as defined below), The First National Bank of
Chicago, as issuing bank (together with its successors and assigns in such
capacity, the "Issuing Bank") under the Reimbursement Agreement, and Union
Bank of California, N.A. ("Union Bank"), as administrative agent (together
with its successors and assigns in such capacity, the "Administrative Agent")
for the Participating Banks and the Issuing Bank.
PRELIMINARY STATEMENTS:
(1) The Guarantor has entered into a Guaranty in favor of the
Participating Banks, the Issuing Bank, and the Administrative Agent, dated as
of November 30, 1998 (the "Guaranty").
(2) The Administrative Agent, the Issuing Bank, The First National Bank
of Chicago, as Documentation Agent, Barclays Bank PLC, as Syndication Agent,
and the Participating Banks have entered into a Letter of Credit and
Reimbursement Agreement, dated as of November 30, 1998 (the "Reimbursement
Agreement", the terms defined therein and not otherwise defined herein being
used herein as therein defined), with Select Energy, Inc., a corporation
organized and existing under the laws of the State of Connecticut (the
"Account Party"). It was a condition precedent to the issuance of the Letter
of Credit pursuant to the Reimbursement Agreement that the Guarantor, the
owner of 100% of the issued and outstanding shares of capital stock of the
Account Party, shall have executed and delivered the Guaranty.
(3) The Guarantor, the Participating Banks, the Issuing Bank, and the
Administrative Agent have agreed to amend the Guaranty to (a) adjust the
common equity ratio in Section 9(a) of the Guaranty and the interest coverage
ratio in Section 9(b) of the Guaranty, in order to conform with covenants
regarding the same in the Credit Agreement, dated as of November 21, 1996,
among the Guarantor, The Connecticut Light and Power Company, Western
Massachusetts Electric Company, the "Co-Agents" and "Lenders" named therein,
and Citibank, N.A., as "Administrative Agent" thereunder; as amended,
modified or supplemented, and (b) change the term "Majority Banks" where it
appears in the Guaranty to "Required Banks", in order to conform with the
Reimbursement Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Guaranty. The Guaranty is, effective as of
the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 2 hereof, hereby amended as follows:
(a) Section 9(a) is amended in its entirety to read as follows:
"(a) Common Equity Ratio. Maintain at all times a ratio of Common
Equity to Total Capitalization of not less than 0.31 to 1.0."
(b) Section 9(b) is amended in its entirety to read as follows:
"(b) Interest Coverage Ratio. Maintain a ratio of Consolidated
Operating Income to Consolidated Interest Expense of not less than 2.00 to
1.0 as of the end of each Fiscal Quarter."
(c) The term "Majority Banks" where it appears in Sections 6, 7, 8, 9,
10, and 11 is deleted and the term "Required Banks" is substituted therefor.
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Administrative Agent shall have received
counterparts of this Amendment executed by the Guarantor, the Administrative
Agent, the Issuing Bank, and the Required Banks.
SECTION 3. Representations and Warranties of the Guarantor. The
Guarantor represents and warrants as follows:
(a) The execution, delivery, and performance by the Guarantor of this
Amendment, and the performance by the Guarantor of the Guaranty, as amended
by this Amendment, (i) are within the Guarantor's powers, (ii) have been duly
authorized by all necessary action and (iii) do not and will not (A) require
any consent or approval on the part of the Guarantor, (B) violate any
provision of the declaration of trust of the Guarantor or of law, (C) violate
any legal restriction binding on or affecting the Guarantor, (D) result in a
breach of, or constitute a default under, any indenture or loan or credit
agreement or any other agreement, lease or instrument to which the Guarantor
is a party or by which it or its properties may be bound or affected, or (E)
result in or require the creation of any Lien upon or with respect to any of
its properties.
(b) No Governmental Approval is required for the due execution,
delivery, and performance by the Guarantor of this Amendment.
(c) This Amendment and the Guaranty, as amended by this Amendment, are
the legal, valid, and binding obligations of the Guarantor enforceable
against the Guarantor in accordance with their respective terms; subject to
the qualification, however, that the enforcement of the rights and remedies
herein and therein is subject to bankruptcy and other similar laws of general
application affecting rights and remedies of creditors and the application of
general principles of equity (regardless of whether considered in a
proceeding in equity or at law). This Amendment has been duly executed and
delivered on behalf of the Guarantor.
(d) The representations and warranties of the Guarantor set forth in
Section 6 of the Guaranty are true and correct on and as of the date hereof,
as though made on and as of such date.
(e) No event has occurred and is continuing that constitutes an
Unmatured Default or an Event of Default.
SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon the
effectiveness of this Amendment, on and after the date hereof each reference
in the Guaranty to "this Guaranty", "hereunder", "hereof" or words of like
import referring to the Guaranty, and each reference in the other Loan
Documents to "the Guaranty", "thereunder", "thereof" or words of like import
referring to the Guaranty, shall mean and be a reference to the Guaranty as
amended hereby.
(b) Except as specifically amended above, the Guaranty and all 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 herein, operate as a waiver of any right,
power, or remedy of any Participating Bank, the Issuing Bank, or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.
SECTION 5. Cost, Expenses, and Taxes. The Guarantor agrees to pay on
demand all costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery, and administration 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 9.5 of the
Reimbursement Agreement.
SECTION 6. 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 instrument.
SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 8. Limitation of Liability. No shareholder or trustee of the
Guarantor 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 the Guarantor only as such, and every person, firm,
association, trust or corporation having any claim or demand arising under
this Amendment and relating to the Guarantor, its shareholders or trustees
shall look solely to the trust estate of the Guarantor 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 - Finance
UNION BANK OF CALIFORNIA, N.A., as
Administrative Agent
By/s/ John M. Edmonston
Name: John M. Edmonston
Title: Senior Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as Issuing Bank
By/s/ Kenneth J. Bauer
Name: Kenneth J. Bauer
Title: Vice President
Participating Banks:
UNION BANK OF CALIFORNIA, N.A.
By/s/ John M. Edmonston
Name: John M. Edmonston
Title:Senior Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By/s/ Kenneth J. Bauer
Name: Kenneth J. Bauer
Title: Vice President
BARCLAYS BANK PLC
By/s/Sydney G. Dennis
Name: Sydney G. Dennis
Title: Director
