FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 19
TO
FORM U-1
(AMENDMENT NO. 21)
APPLICATION/DECLARATION UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Northeast Utilities Holyoke Water Power Company
Western Massachusetts Electric Company Canal Street
174 Brush Hill Avenue Holyoke, MA 01040
West Springfield, MA 01090-0010
The Connecticut Light and Power Company Public Service Company
NU Enterprises, Inc. of New Hampshire
Northeast Generation Service Company North Atlantic Energy
Northeast Generation Company Corporation
Select Energy, Inc. 1000 Elm Street
Mode 1 Communications, Inc. Manchester, NH 03015
107 Selden Street
Berlin, CT 06037
Yankee Energy System, Inc. The Rocky River Realty Company
Yankee Gas Services Company The Quinnehtuk Company
Yankee Energy Financial Services Company Northeast Nuclear Energy Company
NorConn Properties, Inc. 107 Selden Street
Yankee Energy Services Company Berlin, CT 06037
R. M. Services, Inc.
599 Research Parkway
Meriden, Connecticut 06450 HEC Inc.
24 Prime Parkway
Natick, MA 01760
(Name of companies filing this statement and addresses of principal executive
offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Cheryl W. Grise, Esq.
Senior Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to
Jeffrey C. Miller David R. McHale
Assistant General Counsel Vice President and Treasurer
Northeast Utilities Northeast Utilities
Service Company Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
Post-Effective Amendment No. 17 (Amendment No. 19) in this File is
hereby amended and restated as follows:
BACKGROUND
1. By Order dated November 20, 1996 (HCAR No. 35-26612) and Supplemental
Orders dated February 11, 1997, March 25, 1997, May 29, 1997, January 16,
1998, May 13, 1999 and November 17, 1999, issued by the Commission in this
File No. 70-8875, the Commission, among other things, authorized (i) the
participation of the companies in the Northeast Utilities holding company
system in a money pool administered by Northeast Utilities Service Company
and (ii) short-term borrowing limits for Northeast Utilities ("NU"), The
Connecticut Light and Power Company and Western Massachusetts Electric
Company and others for the period to and including December 31, 2000.
2. NU and its subsidiaries (collectively, the "Applicants") now wish to
further amend this Application/Declaration by filing this Post-Effective
Amendment (this "Amendment") to:
(a) seek Commission authorization for Yankee Energy System, Inc.
("YES"), Yankee Gas Services Company ("Yankee Gas"), Yankee Energy Financial
Services Company, NorConn Properties, Inc., Yankee Energy Services Company
and R.M. Services, Inc. to participate in the NU System Money Pool as such
companies have become direct or indirect subsidiaries of NU pursuant to the
merger of YES with NU on March 1, 2000, and to clarify the inclusion of
Northeast Nuclear Energy Company, The Quinnehtuk Company, The Rocky River
Realty Company and HEC Inc. as participants in the NU System Money Pool.
(b) seek authorization for YES and Yankee Gas to incur short-term debt
through December 31, 2000, subject to the limits and on the terms as
described herein.
(c) Eliminate any maximum limit on borrowings by nonutility subsidiaries
from the NU System Money Pool.
AMENDMENTS TO THE APPLICATION (FN 1)
To reflect the foregoing, the Application/Declaration, as amended in this
proceeding, is further amended as follows:
3. To add the Yankee Subsidiaries to the Application/Declaration, the
following sentence is added to the end of paragraph 1.
"Yankee Energy System, Inc. ("YES"), which became a wholly-owned holding
company subsidiary of NU on March 1, 2000 (See File No. 70-9535), and Yankee
Gas Services Company ("Yankee Gas"), Yankee Energy Financial Services Company
("Yankee Financial"), Yankee Energy Service Company ("Yesco"), NorConn
Properties, Inc. ("NorConn") and R.M. Services, Inc. ("RMS"), each of which
is a wholly-owned subsidiary of YES (YES, Yankee Gas, Yankee Financial,
Yesco, NorConn and RMS are sometimes herein collectively referred to as the
"Yankee Subsidiaries"), join in the submission of this Application with
respect to (a) establishing a short-term borrowing limit for YES and Yankee
Gas (collectively, the "Yankee Borrowers"), (b) participation by the Yankee
Subsidiaries in the Money Pool, and (c) incurring of short-term debt by the
Yankee Borrowers through December 31, 2000."
4. To seek short-term borrowing authority for the Yankee Borrowers, the
following new paragraph 1B is added after paragraph 1A.
(FN 1)
The original Application/Declaration in Northeast Utilities, et. al, File No.
70-8875 (dated as of June 19, 1996), has been amended fifteen (15) times:
(i) Amendment No. 1, dated as of October 30, 1996, (ii) Amendment No. 2,
dated as of November 19, 1996, (iii) Post-Effective Amendment No. 1
(Amendment No. 3), dated as of January 28, 1997, (iv) Post-Effective
Amendment No. 2 (Amendment No. 4), dated as of April 23, 1997, (v) Post-
Effective Amendment No. 3 (Amendment No. 5), dated as of May 16, 1997, (vi)
Post-Effective Amendment No. 4 (Amendment No. 6), dated as of May 27, 1997,
(vii) Post-Effective Amendment No. 5 (Amendment No. 7), dated as of May 28,
1997, (viii) Post-Effective Amendment No. 6 (Amendment No. 8), dated as of
May 30, 1997, (ix) Post-Effective Amendment No. 7 (Amendment No. 9), dated as
of November 20, 1997, (x) Post-Effective Amendment No. 8 (Amendment No. 10),
dated as of December 31, 1997, (xi) Post-Effective Amendment No. 9 (Amendment
No. 11), dated as of January 14, 1998, (xii) Post-Effective Amendment No. 10
(Amendment No. 12), dated as of March 3, 1999, (xiii) Post-Effective
Amendment No. 11 (Amendment No. 13), dated as of September 7, 1999, (xiv)
Post-Effective Amendment No. 12 (Amendment No. 14) dated as of October 26,
1999 and (xv) Post-Effective Amendment No. 13 (Amendment No. 15) dated as of
November 17, 1999.
"1B. The Yankee Borrowers hereby seek authorization to engage in certain
financing transactions for which the specific terms and conditions are not
known at this time, and which may not be covered by Rule 52, without further
approval by the Commission through the Authorization Period. The short-term
borrowings of the Yankee Borrowers have taken and will take a variety of
forms, including short-term notes issued to bank and non-bank lending
institutions through formal and informal credit lines, commercial paper
issuances, open-account advances by NU and use of the NU System Money Pool.
The following general terms will be applicable to the financing transactions
requested to be authorized hereby. The effective cost of money on borrowings
occurring pursuant to the authorization granted under this Application will
not exceed 400 basis points over the base rate in effect from time to time of
the bank or financial institution identified for such purpose with respect to
the relevant financing or, if no such base rate is identified, the base rate
in effect from time to time of a representative money center bank. The
maturity of debt incurred will not exceed 364 days. The fees, commissions, or
other similar remuneration paid in connection with the issuance of such debt
or the entering into of credit facilities with respect to debt incurred
pursuant to the Application will not exceed 3% of the principal amount of
such debt. Borrowings from banks and other financial institutions may be
either unsecured or secured. To the extent required, the provision of any
collateral to secure debt incurred pursuant to this Application will be
approved by applicable state regulatory commissions. Specific terms of any
borrowings will be determined by the Yankee Borrowers at the time of issuance
and will comply in all regards to the parameters of financing authorizations
set forth above. A copy of any note or agreement executed pursuant to this
Authorization will be filed under cover of the next quarterly report under
Rule 24. The funds to be derived by the Yankee Borrowers from short-term
borrowings authorized by the Commission pursuant to this Application will be
applied, with other funds available to those companies, to provide working
capital and for general corporate purposes."
5. To provide that NNECO, The Quinnehtuk Company, The Rocky River Realty
Company and HEC Inc. may borrow through the NU System Money Pool, paragraph 9
is deleted in its entirety and replaced with the following new paragraph 9.
"9. Pool Participants borrowing surplus funds through the NU System Money
Pool pay interest at a rate equal to the daily composite federal funds rate.
All the borrowing companies have previously received an order from the
Commission authorizing such borrowings except NNECO, The Quinnehtuk Company
("Quinnehtuk"), RR and HEC Inc. ("HEC"), wholly owned subsidiaries of NU. To
the extent these companies borrow funds from associate companies through the
Money Pool at a rate matching the lenders' effective cost of capital, such
borrowings are exempt under Rule 52(b)(2). From time to time, these
companies also borrow surplus funds through the NU System Money Pool at rates
which do not match the lenders' effective cost of capital. Such borrowings
are not exempt under Rule 52(b)(2). Accordingly, NNECO, Quinnehtuk, RR and
HEC seek authorization to borrow funds from the NU System Money Pool in
accordance with the terms of the NU System Money Pool in circumstances where
the exemption provided by Rule 52(b)(2) is not available."
6. To restate the terms of the NU System Money Pool to take into account
these changes, paragraphs 13 through 19 are deleted in their entirety and
replaced with the following new paragraphs 13 through 19.
"13. NU, CL&P, WMECO, PSNH, NAEC, HWP, NUEI, NGS, NGC, Select, HEC,
NNECO, Quinnehtuk, RR and Mode 1 ("the "Original Participants") propose to
continue using, and the Yankee Subsidiaries propose participating in, the NU
System Money Pool, which is administered on their behalf by Northeast
Utilities Service Company ("NUSCO") under the direction of an officer in the
NUSCO Treasury Organization (the Original Participants and the Yankee
Subsidiaries are referred collectively herein as the "Pool Participants").
The NU System Money Pool currently consists principally of surplus funds that
may be available from day to day to the Pool Participants, including NU.
The funds available to the NU System Money Pool will be loaned on a short-
term basis to those Pool Participants, other than NU, YES, Mode 1 and NGC
(NU's only exempt wholesale generator), that have a need for short-term
funds, subject to certain limitations described therein. If no such short-
term needs match the amount of funds that are available for the period such
funds are available, the funds in the NU System Money Pool will be invested
directly or indirectly through investment funds in:
(a) obligations issued or guaranteed by the United States of America;
(b) obligations issued or guaranteed by any entity controlled,
sponsored by, or supervised by and acting as an instrumentality of the United
States of America pursuant to authority granted by the Congress of the United
States, including but not limited to the obligations of the Government
National Mortgage Association (GNMA), Student Loan Marketing Association
(SLMA), Federal Home Loan Mortgage Corporation (FHLMC) and Federal National
Mortgage Association (FNMA);
(c) obligations issued or guaranteed by any state or political
subdivision thereof, provided that such obligations are rated for investment
purposes at not less than "A" by Moody's Investors Service, Inc. ("Moody's")
or by the Standard & Poor's Rating Group ("S&P");
(d) certificates of deposit issued or banker's acceptances drawn on and
accepted by commercial banks which are members of the Federal Deposit
Insurance Corporation and which have a combined capital, surplus and
undistributed profits of at least $100,000,000;
(e) commercial paper rated not less than "P-1" by Moody's or not less
than "A-1" by S&P;
(f) repurchase agreements with any commercial or investment bank
secured by obligations issued or guaranteed by the United States of America
or an instrumentality thereof provided collateral is held by a third party;
and
(g) as to WMECO contributions, such other instruments as are permitted
by Rule 40(a)(1) under the Act and approved by the MDTE pursuant to
Massachusetts General Laws Chapter 164, Section 17A and the regulations
thereunder.
14. In addition to surplus funds, funds borrowed by NU through the
issuance of the Short-Term Notes, by selling commercial paper or by
borrowing under the Facility described in paragraphs 1A to 5 above are a
source of funds for making open account advances to certain of its
subsidiaries through the NU System Money Pool. The potential recipients of
such open account advances will be all Pool Participants with the exception
of CL&P, WMECO, Mode 1 and NGC. Such arrangements have in the past
resulted in a reduction in borrowing costs to the recipients because NU has
access to funds at lower interest rates than the subsidiaries listed above
and/or because the transaction costs of arranging several small financings to
meet the needs of the smaller subsidiaries are higher than the costs of
arranging one larger financing by NU. The amounts to be borrowed by NU for
the purpose of making open account advances or to be lent through the Money
Pool to the Pool Participants, will also be subject to the short-term limits
on the aggregate amount outstanding for which approval is sought in this
filing.
15. PSNH is currently prohibited, by order of the New Hampshire Public
Utilities Commission (the "NHPUC"), from lending funds to the NU System Money
Pool. PSNH has recently requested that the NHPUC remove such restriction.
In addition, only CL&P, HWP, NNECO, RR and Quinnehtuk will be entitled to
borrow funds through the NU System Money Pool that are attributable to
contributions from WMECO unless and until the MDTE has issued an order
authorizing WMECO to lend funds to other NU subsidiaries through the NU
System Money Pool.
16. The Pool Participants request that the Commission reserve
jurisdiction over any PSNH contributions to the NU System Money Pool and any
borrowings by companies other than CL&P, HWP, NNECO, RR and Quinnehtuk of NU
System Money Pool funds attributable to contributions thereto by WMECO until
such time as the MDTE has issued an order authorizing such borrowings.
Without such an order, WMECO may not lend money to such companies through the
Money Pool. In the event that such an order is received from the MDTE, the
Pool Participants will file a post-effective amendment hereto seeking the
necessary Commission approval. Until the time that such an order is
received, all transactions between WMECO and those Pool Participants
permitted to borrow funds attributable to contributions by WMECO will be
documented using grid notes.
17. Money Pool transactions will be designed to match, on a daily basis,
the available cash of the Pool Participants and the short-term borrowing
requirements of certain Pool Participants (other than NU, YES, NGC and Mode
1), thereby minimizing the need for short-term borrowings to be made by the
Pool Participants from external sources. To this end, it is anticipated that
the short-term borrowing requirements of the Pool Participants (other than
NU, YES, NGC and Mode 1) will be met, in the first instance, with the
proceeds of borrowings available through the NU System Money Pool, and
thereafter, to the extent necessary, with the proceeds of external short-term
borrowings, as described below. Those participants in the NU System Money
Pool without access to external borrowing facilities will have priority as
borrowers from the NU System Money Pool, and all Pool Participants, other
than CL&P, WMECO, Mode 1 and NGC, will be eligible to borrow through the NU
System Money Pool from the proceeds of external borrowings by NU. If at any
time there are funds remaining in the NU System Money Pool after satisfaction
of the borrowing needs of the borrowers, NUSCO, as agent for the NU System
Money Pool, will invest those funds as described in paragraph 13 and allocate
the earnings on any such investments among the Pool Participants, providing
such excess funds on a pro rata basis according to the amount of the funds so
provided
18. All borrowings from and contributions to the NU System Money Pool,
including the open account advances, will be documented and will be evidenced
on the books of each participant that is borrowing from or contributing
surplus funds to the NU System Money Pool. Any participant contributing
funds to the NU System Money Pool may withdraw those funds at any time
without notice to satisfy its daily need for funds. Except for loans from
the proceeds of external borrowings by NU, all loans will be payable on
demand, may be prepaid by any borrowing Pool Participant at any time without
premium or penalty and will bear interest for both the borrower and lender,
payable monthly, equal to the daily Federal Funds Effective Rate as quoted by
the Federal Reserve Bank of New York. Loans from the proceeds of external
borrowings by NU will bear interest at the same rate paid by NU on its
borrowings, and no such loans may be prepaid unless NU is made whole for any
additional costs that may be incurred because of such prepayment. NU will be
fully reimbursed for all costs that it incurs in relation to loans made to
the Pool Participants.
19. The Applicants believe that the cost of the proposed borrowings
through the NU System Money Pool will generally be more favorable to the
borrowing Pool Participants than the comparable cost of external short-term
borrowings, and that the yield to the Pool Participants contributing
available funds to the NU System Money Pool will generally be the same as the
typical yield on short-term investments. However, if on any given day the
funds available through the NU System Money Pool are insufficient to satisfy
the short-term borrowing requirements of a Pool Participant, such Pool
Participant may effect short-term borrowings through lending institutions
and/or through the sale of commercial paper, if appropriate, as described
below."
7. To set out the applicable short-term borrowing limits and eliminate the
limits previously imposed on the nonutility subsidiaries, paragraph 27 is
deleted in its entirety and replaced with the following new paragraph 27.
"27. The aggregate amount of short-term debt that will be outstanding at
any one time, whether evidenced by Short-Term Notes issued to lending
institutions or by Commercial Paper or through borrowings from the NU System
Money Pool pursuant to the authority requested in this Application or through
borrowings through revolving credit facilities described in paragraphs 1A
through 5 and paragraph 29, for which Commission authorization is being
sought will not exceed the following limits:
NU $400 million
CL&P $375 million
WMECO $250 million
PSNH $225 million
HWP $ 5 million
NAEC $ 60 million
NNECO $ 75 million
YES $ 50 million
Yankee Gas $100 million
The Pool Participants request that the Commission reserve jurisdiction over
the request that there be no limit placed on the NU System Money Pool
borrowings of RR, Quinnehtuk, HEC, NUEI, Select, NGS, Yankee Financial,
Yesco, RMS and NorConn (the "Nonutility Participants") pending completion of
the record. A limit on the Nonutility Participants may result in unnecessary
borrowings by the NU system. Such unnecessary borrowings may occur when some
Pool Participants have money invested in the NU System Money Pool but other
Nonutility Participants need to borrow in excess of pre-established limits.
The excess borrowing must be made directly from NU with funds borrowed from
external sources while excess funds in the money pool are invested with third
parties. This results in an inefficient use of funds by the NU System as a
whole. A similar request was made by Conectiv and approved by the Commission
in HCAR NO. 27111 (December 14, 1999). Until such time as the Commission
releases such jurisdiction, the aggregate amount of borrowings by each
Nonutility Participant that will be outstanding through the NU System Money
Pool will not exceed the following limits:
YESCo $30 million
R.M.S. $10 million
NorConn $10 million
Yankee Financial $10 million
NUEI $100 million
NGC $0
NGS $20 million
Mode 1 $0
HEC $20 million
RR $30 million
Quinnehtuk $16 million
Select $200 million"
ITEM 2. FEES, COMMISSION AND EXPENSES
8. See Exhibit K.4 attached hereto.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
9. Borrowings from the NU System Money Pool are subject to the requirements
of Sections 6, 7, 9(a), 10 and 12 of the Act and Rules 43, 45 and 52
thereunder. Loans to the Money Pool are subject to the requirements of
Sections 9(a), 10 and 12 of the Act.
ITEM 4. REGULATORY APPROVALS
10. The approval of the MDTE is required pursuant to C.164, Section 17A of
the Massachusetts General Laws for the participation of WMECO in the NU
System Money Pool. The MDTE granted such approval on October 29, 1986. As
explained above, the approval of the MDTE will be required under
Massachusetts General Laws C.164, Section 17A before companies other than
CL&P, HWP, NNECO, RR and Quinnehtuk can borrow NU System Money Pool funds
attributable to contributions by WMECO. WMECO has not yet requested that
authorization. Until that authorization is granted, companies other than
CL&P, HWP, NNECO, RR and Quinnehtuk may not borrow through the NU System
Money Pool from funds attributable to WMECO
11. PSNH is currently prohibited by the NHPUC from contributing funds to
the NU System Money Pool. The NHPUC approved NAEC's participation in the NU
System Money Pool in an order dated March 19, 1992.
ITEM 5. PROCEDURE
12. The Applicants hereby request that the Commission publish a notice
under Rule 23 with respect to the filing of this Application as soon as
practicable and that the Commission's order be issued as soon as possible. A
form of notice suitable for publication in the Federal Register is attached
hereto as Exhibit h.1. The Applicants respectfully request the Commission's
approval, pursuant to this Application/Declaration, of all transactions
described herein, whether under the sections of the Act and Rules thereunder
enumerated in Item 3 or otherwise. It is further requested that the
Commission issue an order authorizing the transactions proposed herein at the
earliest practicable date. Additionally, the Applicants (i) request that
there not be any recommended decision by a hearing officer or by any
responsible officer of the Commission, (ii) consent to the Office of Public
Utility Regulation within the Division of Investment Management assisting in
the preparation of the Commission's decision, and (iii) waive the 30-day
waiting period between the issuance of the Commission's order and the date on
which it is to become effective, since it is desired that the Commission's
order, when issued, become effective immediately.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
13. The following additional exhibits and financial statements are filed
herewith:
(a) Exhibits
A.9 Proposed Terms of the NU Money Pool (Revised March 2000)*
A.10 Proposed Terms of the NU Money Pool (Revised October 2000)*
A.11 Proposed Terms of the NU Money Pool (Revised November 2000)
F.6 Opinion of Counsel related to matters described in Post-Effective
Amendment No. 14.*
K.4 Schedule of Fees, Commissions and Expenses relating to matters described
on Post-Effective Amendment No. 14.*
I.4 Form of Notice*
* Previously filed
13. Other Matters
Except in accordance with the Act, neither NU nor any subsidiary thereof
(a) has acquired an ownership interest in an exempt wholesale generator
("EWG") or a foreign utility company ("FUCO") as defined in Sections 32 and
33 of the Act, or (b) now is or as a consequence of the transactions proposed
herein will become a party to, or has or will as a consequence of the
transactions proposed herein have a right under, a service, sales, or
construction contract with an EWG or a FUCO. None of the proceeds from the
transactions proposed herein will be used by NU and its subsidiaries to
acquire any securities of, or any interest in, an EWG or a FUCO.
NU currently meets all of the conditions of Rule 53(a),except for clause
(1). At June 30, 2000, NU's "aggregate investment," as defined in Rule
53(a)(1), in EWGs and FUCOs was approximately $469.5 million, or
approximately 76.3 % of NU's average "consolidated retained earnings," also
as defined in Rule 53(a)(1), for the four quarters ended June 30, 2000
($615.3 million). With respect to Rule 53(a)(1), however, the Commission has
determined that NU's financing of its investment in Northeast Generation
Company ("NGC"), NU's only current EWG or FUCO, in an amount not to exceed
$481 million or 83% of its "average consolidated retained earnings" would not
have either of the adverse effects set forth in Rule 53(c). See Northeast
Utilities, Holding Company Act Release No. 27148, dated March 7, 2000. NU
continues to assert that its EWG investment in NGC will not adversely affect
the System.
In addition, NU and its subsidiaries are in compliance with the other
provisions of Rule 53(a) and (b), as demonstrated by the following
determinations:
(i) NGC maintains books and records, and prepares financial statements in
accordance with Rule 53(a)(2). Furthermore, NU has undertaken to provide the
Commission access to such books and records and financial statements, as it
may request;
(ii) No employees of NU's public utility subsidiaries have rendered services
to NGC;
(iii) NU has submitted (a) a copy of each Form U-1 and Rule 24 certificate
that has been filed with the Commission under Rule 53 and (b) a copy of Item
9 of the Form U5S and Exhibits G and H thereof to each state regulator having
jurisdiction over the retail rates of NU's public utility subsidiaries;
(iv) Neither NU nor any subsidiary has been the subject of a bankruptcy or
similar proceeding unless a plan of reorganization has been confirmed in such
proceeding;
(v) NU's average CREs for the four most recent quarterly periods have not
decreased by 10% or more from the average for the previous four quarterly
periods; and
(vi) In the previous fiscal year, NU did not report operating losses
attributable to its investment in EWGs/FUCOs exceeding 3 percent of NU's
consolidated retained earnings.
Set forth below are summaries of the consolidated capital structures of
NU as of June 30, 2000 and the pro forma consolidated capital structure of
NU showing the effect of the inclusion of the Yankee Subsidiaries in the NU
System Money Pool as proposed herein:
NU Consolidated Capital Structure
(as of June 30, 2000)
(Dollars in thousands)
(unaudited)
Actual Pro Forma
Common Stock Equity $2,365,854 37.5% $2,365,854 36.8%
Preferred stock* $ 177,700 2.8% $ 177,700 2.8%
Short and Long-Term Debt* $3,768,353 59.7% $3,888,353 60.4%
Total $6,311,907 100% $6,431,907 100%
* Includes current portion.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned have duly caused this Post-Effective
Amendment to be signed on behalf of each of them by the undersigned thereunto
duly authorized.
Date: November 13, 2000
Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Holyoke Water Power Company
Northeast Nuclear Energy Company
North Atlantic Energy Corporation
The Rocky River Realty Company
The Quinnehtuk Company
NU Enterprises, Inc.
Northeast Generation Company
Northeast Generation Service Company
Select Energy, Inc.
Mode 1 Communications, Inc.
HEC Inc.
Yankee Energy System, Inc.
Yankee Gas Services, Inc.
Yankee Financial Services, Inc.
Yankee Energy Services Company
NorConn Properties, Inc.
R.M. Services, Inc.
By: /s/ Randy A. Shoop
Randy A. Shoop
Assistant Treasurer-Finance of
Northeast Utilities Service Company,
as Agent for all of the above companies
