As of September 27, 2000
CL&P Receivables Corporation
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx 00000
Re: Fee Agreement
Ladies and Gentlemen:
This letter agreement will serve to confirm our respective understandings
regarding certain of the fees to be paid pursuant to Section 2.05(a) of the
Receivables Purchase and Sale Agreement, dated as of the date hereof, as amended
(the "Receivables Purchase Agreement"), among The Connecticut Light and Power
Company, a Connecticut corpo-ra-tion, as Collection Agent and Originator, CL&P
Receivables Corporation, a Connecticut corporation, as Seller, Corporate Asset
Funding Company, Inc., a Delaware corporation, Citibank, N.A., and Citicorp
North America, Inc., a Delaware corporation, as Agent for the Purchasers and the
Banks, as the same may be amended, modified or supple-mented from time to time.
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings set forth in the Receivables Purchase Agreement.
The fees referred to in Section 2.05(a) of the Receivables Purchase Agreement
are the following:
1. The Seller shall pay to the Agent a program fee (the "Program Fee") on the
unpaid Capital outstanding from time to time at the per annum rate of 0.125
percent.
2. The Seller shall pay to the Agent a purchaser fee (the "Purchaser Fee") on
the unpaid Capital outstanding from time to time at the per annum rate of 0.02
percent.
3. The Seller shall pay to the Agent a fee (the "Investor Investment Fee") for
the account of the Conduit on the amount of the entire Purchase Limit (whether
used or unused) at the per annum rate of 0.01 percent.
4. The Seller shall pay to the Agent a liquidity fee (the "Liquidity Fee") on
the entire Purchase Limit (whether used or unused) at a per annum rate equal to
the amount set forth below opposite the actual ratings for the Originator's
long-term public senior unsecured debt from time to time:
Public Debt Rating
by
Standard and Poor's and Moody's Fee
BBB-/Baa3 (or higher) 0.20 percent
BB+/Ba1 (or below) 0.325 percent
In the event that the Standard & Poor's and Moody's ratings do not correlate as
shown above, the lower rating shall be used to determine the Liquidity Fee.
All fees are payable in arrears on each Settlement Date during the term of the
Receivables Purchase Agreement until the later of the Facility Termination Date
or the date on which the Capital and Yield of all Receivable Interests have been
paid in full. The Seller shall pay such fees to the Agent by deposit of the
appropriate amounts in a special account (account number 4063- 6695) maintained
with Citibank at its address specified on the signature page to the Receivables
Purchase Agreement.
This letter replaces the Fee Agreement between the parties dated as of September
30, 1997, as amended, and applies to fees accruing from and after the date
hereof.
If the foregoing accurately reflects your under-standing, please sign and return
the duplicate copy of this letter.
Very truly yours,
CITICORP NORTH AMERICA, INC.,
as Agent
By:
Name:
Title:
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Corporate Asset Funding
Facsimile No: 000-000-0000
Agreed and accepted as of the date first above written:
CL and P RECEIVABLES CORPORATION
By:
Name:
Title:
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx 00000
Attn: Assistant Treasurer
Facsimile No: (000) 000-0000
