-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BS5mPLREXy95dg2pGHGY2bP4XICZAcgZ+S4y7lcuMRYppjXXtPTWpNwgGn3DUVux Id2ONinGqap9HHA/WjputQ== 0000072741-02-000008.txt : 20020413 0000072741-02-000008.hdr.sgml : 20020413 ACCESSION NUMBER: 0000072741-02-000008 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-09535 FILM NUMBER: 2508475 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 35-CERT 1 nurule24011402.txt NU RULE 24 CERT FORW. RATE AGMT. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------ Application of Northeast ) CERTIFICATE PURSUANT TO Utilities on Form U-1 ) RULE 24 UNDER THE PUBLIC File No. 70-9535 ) UTILITY HOLDING COMPANY ) ACT of 1935 - ------------------------------------------------------------ Pursuant to the requirements of Rule 24 under the Public Utility Holding Company Act of 1935, as amended (the "Act"), Northeast Utilities ("NU")certifies that certain of the transactions, as proposed in the Application/Declaration to the Commission on Form U-1 (File No. 70-9535), as amended, and authorized by order of the Commission in Public Utility Holding Company Act Release No. 35-27127, dated January 31, 2000, have been carried out in accordance with the terms and conditions of and for the purposes represented by the Application/Declaration and of the Commission's order with respect thereto. Specifically, on January 4, 2002, NU entered into a Forward Rate Agreement in a notional amount of $100 million, with Goldman Sachs in anticipation of refinancing the $263 million debt authorized by the Commission to be incurred by NU to fund the acquisition of all of the common stock of Yankee Energy System, Inc. A copy of the Forward Rate Agreement is attached as an exhibit hereto. Submitted with this Certificate is the "past tense" opinion of counsel. Exhibits A-3 - Forward Rate Agreement F-2 - Post Effective Opinion of Counsel SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, Northeast Utilities has duly caused this Certificate to be signed on its behalf by the undersigned hereunto duly authorized. Northeast Utilities By: /s/ Randy A. Shoop Name: Randy A. Shoop Title: Assistant Treasurer - Finance Dated: January 14, 2001 EX-99 3 rule24exha3011402.txt FORWARD RATE AGMT. Exhbit A-3 Goldman Sachs Capital Markets, L.P./.85 Broad Street/New York, New York 10004/Tel: 212-902-1000 swapconfirms2001: northeast_nuuo112bc0.aw Goldman Sachs CONFIRMATION DATE: December 12, 2001 TO: Northeast Utilities Telephone No.: 860-665-5058 Facsimile No.: 860-665-5457 Attention : Patricia Cosgel FROM: Goldman Sachs Capital Markets, L.P. SUBJECT: Forward Rate Agreement REF No: NUUO112BC0 (610000000)/(006 846 570) ______________________________________________________________ The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the "Transaction") between Goldman Sachs Capital Markets, L.P. ("GSCM"), guaranteed by The Goldman Sachs Group, Inc. ("Goldman Group"), and Northeast Utilities ("Counterparty"). This communication constitutes a "Confirmation" as referred to in paragraph 2. below. 1. The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. 2. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement or if such an agreement or other form of ISDA master agreement has already been executed by you and us, this Confirmation will supplement form a part of, and be subject to that agreement. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a "Transaction') entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement (which shall survive the termination of this Transaction) in the form of the ISDA Form as U we had executed an agreement in such form effective as of the Trade Date of the first Transaction between us (but without any Schedule except for (1) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles) as the governing law and US Dollars as the Termination Currency, (H) the election that subparagraph (ii) of Section 2(c) will not apply to Transactions, and (iii) the replacement of the word "third" in the last line of Section 5(a)(i) with the word "first"). In the event of any inconsistency between the Definitions, the ISDA Form and this Confirmation, this Confirmation will govern. The terms of the Underlying Transaction to which the Option relates is as follows: Notional Amount: USD 100,000,000 Trade Date: December 12, 2001 Determination Date: Any Business Day from and including the Trade Date to and including the Final Determination Date which Counterparty designates verbally to GSCM as the Determination Date for purposes of determining the Forward Rate Settlement Amount specified below, provided that if no such verbal notification is received by GSCM by the Final Determination Time on the Final Determination Date, then Determination Date shall be deemed to occur on the Final Determination Date. Final Determination Date: March 1, 2001, subject to adjustment in accordance with the Modified Following Business Day Convention. Final Determination Time: 3:00 p.m. (New York City time) Forward Rate Payment Date: One (1) Business Day following the Determination Date. Forward Rate Settlement The Forward Rate Settlement Amount will Amount: be determined by the Calculation Agent on the designated (or deemed) Determination Date and will be equal to the Forward Rate Index (as defined below) multiplied by the Notional Amount, with the result assumed to be paid over 20 semi-annual calculation periods on a 30/360 day count basis. Such amount will then be present valued using a discount rate equal to the Settlement Rate (as defined below), with the resulting amount being deemed the Forward Rate Settlement Amount. Forward Rate Index: [Settlement Rate - Initial Rate] x 0.5 Settlement Rate: A rate determined by the Calculation Agent on the Determination Date as the offer side yield to maturity of the then-current on-the-run 10-year U.S. Treasury Security (the "Treasury Security") for settlement one Business Day following the Final Determination Date. GSCM shall obtain such offer side yield to maturity from a leading U.S. government securities dealer, which may include Goldman, Sachs & Co. Initial Rate: 5.156% Forward Rate Settlement If the Settlement Rate is greater than Amount Payer: the Initial Rate, then the absolute value of the Forward Rate Settlement Amount will be payable by GSCM to Counterparty on the Forward Rate Payment Date; if the Settlement Rate is less than the Initial Rate, Counterparty shall pay the absolute value of Forward Rate Settlement Amount to GSCM on the Forward Rate Payment Date. Business Days: New York Calculation Agent: GSCM 3. Documentation: ISDA Master Agreement with GSCM Schedule 4. Additional Provisions: None 5. Credit Support Standard Guaranty of The Goldman Sachs Documents: Group, Inc. 6. Account Details: USD Payments to GSCM: For the Account of: Goldman Sachs Capital Markets, L.P. Name of Bank: Citibank, N.A. New York Account No: 40670834 Fed ABA No: 021000089 GSCM Inquiries: Swap Operations Goldman Sachs Capital Markets, L.P. Telephone No.: 212-357-9775 Facsimile No.: 212-902-5692 Payments to Counterparty: In accordance with Counterparty's written instructions as set forth below or otherwise delivered to GSCM. GSCM shall make no payments without having received (i)such written instructions and (ii) a fully executed facsimile copy of this Confirmation or other written acceptance of the terms hereof. For the Account of: Northeast Utilities Name of Bank: Fleet Bank Account No: 0050252484 Attention: ___________ ABA No: 011500010 7. Offices: (a) The Office of GSCM for this Transaction is 85 Broad Street, New York, New York, 10004. (b) The Office of Counterparty for this Transaction is 107 Selden Street, Berlin, CT, 06037. 8. Counterparty hereby agrees (a) to check this Confirmation (Reference No.: NUUO112BC0 (610000000)) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between GSCM and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Swap Administration, facsimile No. 212-902-5692. Very truly yours, GOLDMAN SACHS CAPITAL MARKETS, L.P. By: Goldman Sachs Capital Markets, L.L.C. General Partner By: /s/ Charles David Name: Charles David Title: Agreed and Accepted By: Northeast Utilities By /s/ Randy A. Shoop Name: Randy A. Shoop Title: Assistant Treasurer- Finance Counterparty Reference No.: _______________ EX-99.11 OPIN COUNSL 4 exhibitf2011402rule24.txt LEGAL OPINION 011402 Exhibit F-2 January 14, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Northeast Utilities Application/Declaration on Form U-1 File No. 70-9535 Ladies and Gentlemen: I am Assistant General Counsel of Northeast Utilities Service Company (NUSCO), a service company affiliate of Northeast Utilities (NU). In connection with the transactions contemplated by the Application/Declaration, as amended, in the above referenced file (the Application), I have acted as counsel to NU. This opinion is given to you with respect to the execution of a Forward Rate Agreement by NU in the notional amount of $100 million in anticipation of refinancing the $263 million aggregate principal amount floating rate notes which replaced the initial debt authorized by the Commission to fund the acquisition of the common stock of Yankee Energy System, Inc. Except as otherwise defined herein, terms used herein shall have the meanings given them in the Application. In connection with this opinion, I have examined or caused to be examined by counsel associated with or engaged by me, including counsel who are employed by NUSCO, originals or copies certified to my satisfaction of such corporate records of NU, certificates of public officials and of officers of NU, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below. In my examination of such agreements, instruments and documents, I have assumed the genuineness of all signatures, the authenticity of all agreements, instruments and documents submitted to me as originals, and the conformity to original agreements, instruments and documents of all agreements, instruments and documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. The opinions set forth herein are limited to the laws of the Commonwealth of Massachusetts and the federal laws of the United States. I am a member of the bar of the State of New York. I am not a member of the bar of the Commonwealth of Massachusetts, and do not hold myself out as an expert in the laws of such Commonwealth, although I have made a study of relevant laws of such Commonwealth. In expressing opinions about matters governed by the laws of the Commonwealth of Massachusetts, I have consulted with counsel who are employed by NUSCO and are members of the bar of such Commonwealth. I have assumed that the transactions were carried out in conformity with the requisite authorizations, approvals, consents or exemptions under the securities laws of the various States and other jurisdictions of the United States. Based on and subject to the foregoing, I am of the opinion that: 1. NU entered into the Forward Rate Agreement in accordance with the terms and conditions of and for the purposes represented by the Application. 2. All state laws applicable to the Forward Rate Agreement have been complied with. 3. NU is validly organized and duly existing under the laws of the Commonwealth of Massachusetts. 4. The Forward Rate Agreement is the valid and binding obligations of NU, enforceable in accordance with its terms. 5. The execution of the Forward Rate Agreement did not violate the legal rights of the holders of any securities issued by NU or any associate company thereof. I hereby consent to the use of this opinion in connection with the filing of the certificate under Rule 24. Very truly yours, /s/ Jeffrey C. Miller Jeffrey C. Miller Assistant General Counsel Northeast Utilities Service Company -----END PRIVACY-ENHANCED MESSAGE-----