UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. In the Matter of NORTH ATLANTIC ENERGY CERTIFICATE CORPORATION ("NAEC") PURSUANT TO RULE 24 File No. 070-9755 (Public Utility Holding Company Act of 1935) Pursuant to the requirements of Rule 24(a) of the Commission's regulations under the Public Utility Holding Company Act of 1935, and with reference to the transactions proposed in the Application/Declaration on Form U-1 (the "Application") in File No. 70-9755, NAEC hereby reports and certifies as follows: On November 9, 2001, NAEC entered into a $90 million revolving credit facility pursuant to a Term Credit Agreement dated as of November 9, 2001 among NAEC, the Banks Named Therein and Bank One, N.A. as Administrative Agent, a copy of which is filed as an exhibit to this Certificate. The transactions referenced above were 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 December 28, 2000 in this file. Submitted with this Certificate is the "past tense" opinion of counsel. November 19, 2001 NORTH ATLANTIC ENERGY CORPORATION By: /s/Randy A. Shoop Randy A. Shoop Assistant Treasurer-Finance, Northeast Utilities Service Company,as Agent for North Atlantic Energy Corporation