UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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