ADMINISTRATION AGREEMENT
This Administration Agreement, dated as of March __, 2001, is made by
and between CL&P Funding LLC, a Delaware limited liability company (together
with any successor thereto permitted under the Note Indenture, as hereinafter
defined, the "Note Issuer"), and The Connecticut Light and Power Company, a
Connecticut corporation, as Administrator (together with its permitted
successors or assigns as administrator hereunder, the "Administrator").
RECITALS
A. WHEREAS, the Note Issuer is issuing the Notes pursuant to the Note
Indenture dated as of March __, 2001 (as amended, modified or supplemented from
time to time in accordance with the provisions thereof, the "Note Indenture";
capitalized terms used herein and not defined herein shall have the meanings
assigned such terms in the Note Indenture), between the Note Issuer and First
Union Trust Company, National Association, as Note Trustee (in such capacity,
together with its successors and assigns permitted under the Note Indenture, the
"Note Trustee").
B. WHEREAS, the Note Issuer has entered into certain agreements in
connection with the issuance of the Notes, including (i) a Transition Property
Purchase and Sale Agreement dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Sale Agreement"), between the Note Issuer and The Connecticut Light and Power
Company, as Seller (in such capacity, the "Seller"), (ii) a Transition Property
Servicing Agreement dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Servicing Agreement"), between the Note Issuer and The Connecticut Light and
Power Company, as Servicer (in such capacity, together with its successors and
assigns permitted under the Servicing Agreement, the "Servicer"), (iii) an
Underwriting Agreement dated as of March __, 2001 (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Underwriting Agreement"), among the Note Issuer, The Connecticut Light and
Power Company, and the Underwriters named therein, (iv) the Note Indenture, (v)
a Note Purchase Agreement dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Note Purchase Agreement") between the Note Issuer and First Union Trust
Company, National Association, as Certificate Trustee (in such capacity, the
"Certificate Trustee"), (vi) a Fee and Indemnity Agreement dated as of the date
hereof (as amended, modified or supplemented from time to time in accordance
with the provisions thereof, the "Fee Agreement") among the Delaware Trustee,
the State of Connecticut, acting through the office of the State Treasurer (the
"Finance Authority), the Certificate Trustee, the Note Issuer, and Connecticut
RRB Special Purpose Trust CL&P-1 (the "Trust") and (vii) the Inter-Creditor
Agreement dated as of March __, 2001 (as amended, supplemented or modified from
time to time in accordance with the provisions thereof, the "Inter-Creditor
Agreement") among Citicorp North America, Inc., Citibank, N.A., the
Administrator, the Note Trustee, the Note Issuer and CL&P Receivables
Corporation (the Sale Agreement, the Servicing Agreement, the Underwriting
Agreement, the Note Indenture, the Note Purchase Agreement, the Fee Agreement
and the Inter-Creditor Agreement are hereinafter referred to collectively as the
"Related Agreements");
C. WHEREAS, pursuant to the Related Agreements, the Note Issuer is
required to perform certain duties in connection with the Notes and the
collateral therefor pledged pursuant to the Note Indenture (the "Collateral")
and to maintain its existence and comply with applicable laws;
D. WHEREAS, the Note Issuer has no employees and does not intend to
hire any employees, and consequently desires to have the Administrator perform
certain duties of the Note Issuer referred to in the preceding clause, and to
provide such additional services consistent with the terms of this Agreement and
the Related Agreements as the Note Issuer may from time to time request; and
E. WHEREAS, the Administrator has the capacity to provide the services
and the facilities required hereby and is willing to perform such services and
provide such facilities for the Note Issuer on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
ARTICLE I.
DUTIES OF ADMINISTRATOR
Section 1.01. APPOINTMENT OF ADMINISTRATOR: ACCEPTANCE OF APPOINTMENT.
The Note Issuer hereby appoints the Administrator, and the Administrator hereby
accepts such appointment, to perform the Administrator's obligations pursuant to
this Agreement on behalf of and for the benefit of the Note Issuer in accordance
with the terms of this Agreement and applicable law.
Section 1.02. DUTIES WITH RESPECT TO THE RELATED AGREEMENTS.
(a) The Administrator agrees to perform all its duties as
Administrator hereunder in accordance with the terms of this Agreement and
applicable law. In addition, the Administrator shall consult with the Note
Issuer regarding the Note Issuer's duties under the Related Agreements. Unless
otherwise notified in writing by the Note Issuer, the Administrator shall
prepare for execution by the Note Issuer, or shall cause the preparation by
other appropriate Persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Note Issuer to prepare,
file, obtain or deliver pursuant to any Related Agreement. In furtherance of the
foregoing, the Administrator shall take all appropriate action that it is the
duty of the Note Issuer to take pursuant to the Note Indenture including,
without limitation, such of the foregoing as are required with respect to the
following matters under the Note Indenture (references are to sections of the
Note Indenture):
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(1) the preparation of or obtaining of the Notes and or any other Note
Issuer documents and instruments required for authentication of the Notes, if
any, and delivery of the same to the Note Trustee for authentication (Sections
2.03 and 2.10);
(2) the duty to cause the Note Register to be kept and, during any
period of time when the Note Trustee is not the Note Registrar, to give the Note
Trustee notice of any appointment of a new Note Registrar and the location, or
change in location, of the Note Register (Section 2.05);
(3) the fixing or causing to be fixed of any special record date and
the notification of each affected Noteholder with respect to special record
dates, payment dates, and the amount of defaulted interest (plus interest on
such defaulted interest) to be paid, if any (Section 2.08(c));
(4) the preparation, obtaining or filing of the instruments, opinions
and certificates and other documents required for the release of collateral
(Section 2.11);
(5) the duty to cause each newly appointed Paying Agent (other than the
Note Trustee), if any, to deliver to the Note Trustee the instrument specified
in the Note Indenture regarding its agreement with the Note Trustee (Section
3.03);
(6) the direction to any Paying Agent to pay to the Note Trustee all
sums held in trust by such Paying Agent (Section 3.03);
(7) the preparation and filing of all documents and instruments
necessary to maintain the Note Issuer's existence, rights and franchises as a
limited liability company under the laws of the State of Delaware (unless the
Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Administrator will prepare and file all documents and
instruments necessary to maintain such Note Issuer's existence, rights and
franchises under the laws of such other jurisdiction) (Section 3.04);
(8) the obtaining and preservation of the Note Issuer's qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of the Note Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Collateral (Section 3.04);
(9) the preparation of all supplements and amendments to the Note
Indenture, filings with the DPUC pursuant to the Statute, financing statements,
continuation statements, instruments of further assurance and other instruments,
in accordance with Section 3.05 of the Note Indenture, necessary to protect the
Collateral (Section 3.05);
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(10) the obtaining of the Opinions of Counsel and the delivery of such
Opinions of Counsel, in accordance with Section 3.06 of the Note Indenture, as
to the Collateral (Section 3.06);
(11) the identification to the Note Trustee in an Officer's Certificate
of any Person (other than the Administrator and the Servicer) with whom the Note
Issuer has contracted to perform its duties under the Note Indenture (Section
3.07(b));
(12) the preparation and filing of all documents required under the
Statute relating to the transfer of the ownership or security interest in the
Transition Property other than those required to be made by the Seller pursuant
to the Related Agreements (Section 3.07(i));
(13) the annual preparation and delivery of an Officer's Certificate to
the Note Trustee, the Certificate Trustee, the Finance Authority and the Rating
Agencies as to compliance with conditions and covenants under the Note Indenture
(Section 3.09);
(14) the preparation and obtaining of documents and instruments
required for the release of the Note Issuer from its obligations under the Note
Indenture (Section 3.11(b));
(15) promptly after an Authorized Officer of the Administrator has
actual knowledge thereof, the delivery of written notice to the Note Trustee,
the Certificate Trustee, the Finance Authority and the Rating Agencies of each
Event of Default under the Note Indenture, each Servicer Default by the Servicer
under and as defined in the Servicing Agreement and each default by the Seller
of its obligations under the Sale Agreement (Sections 3.07(d) and 3.20);
(16) the preparation of or obtaining of an Officer's Certificate, an
Opinion of Counsel and an Independent Certificate relating to (i) the
satisfaction and discharge of the Note Indenture under Section 4.01 of the Note
Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant
Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and
4.02);
(17) during any period when the Note Trustee is not the Note Registrar,
the furnishing to the Note Trustee of a list of the names and addresses of
Noteholders as required of the Note Issuer under Section 7.01 of the Note
Indenture (Section 7.01);
(18) to the extent not required to be performed by the Servicer, the
preparation and, after execution by the Note Issuer, the Delaware Trustee or the
Certificate Trustee (as the case may be), the filing with the Securities and
Exchange Commission (the "SEC") and the Note Trustee of the annual reports and
of the information, documents and other reports, including filings on behalf of
the Trust pursuant to the Certificate Indenture, the Declaration of Trust or
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otherwise, required to be filed on a periodic basis with, and summaries thereof
as may be required by rules and regulations prescribed by, the SEC and the
transmission of such summaries, as necessary, to the Note Trustee (Sections
3.07(h) and 7.03);
(19) the notification of the Note Trustee if and when the Notes are
listed on any stock exchange (Section 7.04);
(20) the opening of one or more segregated trust accounts in the Note
Trustee's name, the preparation of Issuer Orders, and the obtaining of Opinions
of Counsel and the taking of all other actions necessary with respect to
investment and reinvestment of funds in the Collection Account, the making of
written requests to the Note Trustee for Operating Expenses due and payable
before any Payment Date and the making of Issuer Requests to obtain the release
of excess funds from the Capital Subaccount (Sections 8.02 and 8.03);
(21) the preparation of Issuer Requests and Officers' Certificates and
the obtaining of an Opinion of Counsel and Independent Certificates, if
necessary, for the release of the Collateral (Sections 8.04 and 8.05);
(22) the preparation of Issuer Orders and the obtaining of Officers'
Certificates with respect to the execution of supplemental indentures (Sections
9.01 and 9.02);
(23) if required by the Note Trustee or the Note Issuer, the
preparation of new Notes conforming to any supplemental indenture (Section
9.04);
(24) the preparation and delivery of the written notification of the
Note Issuer or, if requested by the Note Trustee, to be given by the Note
Trustee of any redemption of the Notes as required under Section 10.01 or 10.04
of the Note Indenture (Sections 10.01 and 10.04);
(25) the preparation of all Officer's Certificates and obtaining of all
Opinions of Counsel and Independent Certificates, if necessary, with respect to
any requests by the Note Issuer to the Note Trustee to take any action under the
Note Indenture (Section 11.01(a));
(26) the preparation or obtainment and delivery of Officers'
Certificates and Independent Certificates, if necessary, in connection with the
deposit of any property with the Note Trustee that is to be made the basis for
the release of property from the lien of the Note Indenture (Section 11.01(b));
(27) the recording of the Note Indenture, if applicable, and the
obtaining of an Opinion of Counsel in connection therewith (Section 11.14); and
(28) the obtaining of evidence that the Rating Agency Condition shall
have been satisfied whenever required to be obtained under the Note Indenture or
other Related Agreement.
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(b) The Administrator shall also take all appropriate action that it is
the duty of the Note Issuer to take pursuant to the Underwriting Agreement
including, without limitation, the following matters (references are to sections
of the Underwriting Agreement):
(1) to the extent not already delivered, the delivery to the
Representatives (as defined in the Underwriting Agreement) and counsel
for the Underwriters under the Underwriting Agreement (the
"Underwriters"), of copies of the Registration Statement (as defined in
the Underwriting Agreement) (Section 5(a)(iv));
(2) so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Act, the delivery to the Representatives and
counsel for the Underwriters of as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any supplement thereto as the
Representatives may reasonably request (Section 5(a)(iv));
(3) to the extent not required to be performed by the Servicer, the
preparation and, after execution by the Note Issuer, the filing with
the SEC of reports on Form SR as required by Rule 463 under the Act,
and the delivery of such reports on Form SR, as filed with the SEC, to
the Representatives (Section 5(a)(iv));
(4) the preparation and, after execution by the Note Issuer, the
filing of all documents and instruments necessary to qualify the
Certificates for sale under the laws of such jurisdictions as the
Representatives may designate, and the maintenance of such
qualifications in effect so long as required for the distribution of
the Certificates, subject to the qualifications, limitations and
exceptions set forth in the Underwriting Agreement (Section 5(a)(v));
(5) the arrangement for the determination of the legality of the
Certificates for purchase by institutional investors (Section 5(a)(v));
(6) to the extent not already performed by the Servicer, the
delivery to the Representatives of the annual statements of compliance
and the annual independent auditor's servicing reports furnished to the
Note Issuer or the Note Trustee pursuant to the Servicing Agreement or
the Note Indenture (Section 5(a)(vii));
(7) so long as any of the Certificates are outstanding, and to the
extent not already performed by the Servicer, the delivery to the
Representatives of (i) a copy of any filings with the DPUC pursuant to
the Financing Order including, but not limited to, any Issuance Advice
Letters and (ii) from time to time, any information concerning the Note
Issuer to the extent readily available, that the Representatives may
reasonably request (Section 5(a)(viii)); and
(8) to the extent, if any, that any rating necessary to satisfy the
condition set forth in Section 6(r) of the Underwriting Agreement is
conditioned upon the furnishing of documents or the taking of other
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actions by the Note Issuer on or after the Closing Date (as defined in
the Underwriting Agreement), the delivery of such documents and the
taking of such actions (Section 5(a)(ix)).
(c) The Administrator shall also take all appropriate action that it
is the duty of the Note Issuer to take pursuant to the Inter-Creditor Agreement.
Section 1.03. ADDITIONAL DUTIES.
(a) In addition to the duties of the Administrator set forth above,
the Administrator shall perform such calculations and shall prepare for
execution by the Note Issuer or shall cause the preparation by other appropriate
Persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Note Issuer to prepare, file, obtain or
deliver pursuant to the Related Agreements, and at the request of the Note
Issuer shall take all appropriate action that it is the duty of the Note Issuer
to take pursuant to the Related Agreements. Subject to Section 5.01 of this
Agreement, and in accordance with the directions of the Note Issuer, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral and the Related Agreements as
are not covered by any of the foregoing provisions and as are expressly
requested by the Note Issuer and are reasonably within the capability of the
Administrator.
(b) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however, that the
terms of any such transactions or dealings shall be, in the Administrator's
reasonable opinion, no less favorable to the Note Issuer than would be available
from unaffiliated parties.
Section 1.04. NON-MINISTERIAL MATTERS.
(a) With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take any action
unless the Administrator shall have notified the Note Issuer of the proposed
action and the Note Issuer shall have consented. For the purpose of the
preceding sentence, "non-ministerial matters" shall include, without limitation:
(1) the amendment of, or any supplement to, the Note Indenture;
(2) the initiation of any claim or lawsuit by the Note Issuer and
the compromise of any action, claim or lawsuit brought by or against the Note
Issuer (other than in connection with the collection of the RRB Charge);
(3) the amendment, change or modification of the Related Agreements;
(4) the appointment of successor Note Registrars, successor Paying
Agents and successor Note Trustees pursuant to the Note Indenture or the
appointment of successor Administrators or successor Servicers, or the consent
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to the assignment by the Note Registrar, Paying Agent or Note Trustee of its
obligations under the Note Indenture; and
(5) the removal of the Note Trustee.
(b) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and hereby agrees that it shall not,
take any action that the Note Issuer directs the Administrator not to take on
its behalf.
Section 1.05. RECORDS. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Note
Issuer and the Note Trustee at any time during normal business hours.
ARTICLE II.
FACILITIES
Section 2.01. FACILITIES. During the term of this Agreement, the
Administrator shall make available to or provide the Note Issuer with such
facilities as are necessary to conduct the business of the Note Issuer and to
comply with the terms of the Related Agreements. Such facilities shall include
office space to serve as the principal place of business of the Note Issuer.
Initially such office space will be located at 000 Xxxxxx Xxxxxx, Xxxxxx, XX
00000. All facilities provided to the Note Issuer hereunder shall be provided
without warranty of any kind.
ARTICLE III.
COMPENSATION
Section 3.01. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement, including the provision of
facilities pursuant to Section 2.01, the Administrator shall be entitled to a
fee of $75,000 for each quarterly period, payable on the Payment Date as defined
in Section 1.01(a) of the Note Indenture. In addition, the Note Issuer shall
reimburse the Administrator for all filing fees and expenses, legal fees, fees
of outside auditors and other out-of-pocket expenses incurred by the
Administrator in the course of performing its duties hereunder. The
Administrator's compensation and other expenses payable hereunder shall be paid
from the Collection Account pursuant to Section 8.02(d) of the Note Indenture,
and the Administrator shall have no recourse against the Note Issuer for payment
of such amounts other than in accordance with Section 8.02 of the Note
Indenture.
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ARTICLE IV.
ADDITIONAL INFORMATION
Section 4.01. ADDITIONAL INFORMATION TO BE FURNISHED TO NOTE ISSUER.
The Administrator shall furnish to the Note Issuer from time to time such
additional information regarding the Collateral as the Note Issuer shall
reasonably request.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.01. INDEPENDENCE OF ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Note Issuer with respect to the manner in
which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Note Issuer, the Administrator shall have no
authority to act for or represent the Note Issuer in any way and shall not
otherwise be deemed an agent of the Note Issuer.
Section 5.02. NO JOINT VENTURE. Nothing contained in this Agreement
shall (a) constitute the Administrator and the Note Issuer as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity, (b) be construed to impose any liability as such on any
of them or (c) be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
Section 5.03. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an
administrator for any other Person even though such Person may engage in
business activities similar to those of the Note Issuer.
Section 5.04. TERM OF AGREEMENT: RESIGNATION AND REMOVAL OF
ADMINISTRATOR.
(a) This Agreement shall continue in force for one year and one day
after the retirement of all Notes issued pursuant to the Note Indenture.
(b) Subject to Sections 5.04(e) and 5.04(f), the Administrator may
resign its duties hereunder by providing the Note Issuer with at least 60 days
prior written notice.
(c) Subject to Sections 5.04(e) and 5.04(f), the Note Issuer may
remove the Administrator without cause by providing the Administrator with at
least 60 days prior written notice.
(d) Subject to Sections 5.04(e) and 5.04(f), at the sole option of
the Note Issuer, the Administrator may be removed immediately upon written
notice of termination from the Note Issuer to the Administrator if any of the
following events shall occur:
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(1) the Administrator shall default in the performance of any of
its duties under this Agreement and, after notice of such default,
shall not cure such default within ten days (or, if such default is
curable but cannot be cured in such time, shall not give within ten
days such assurance of cure as shall be reasonably satisfactory to the
Note Issuer);
(2) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have
been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(3) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified
in clause (2) or (3) of this Section shall occur, it shall give written notice
thereof to the Note Issuer and the Note Trustee within seven days after the
happening of such event.
(e) No resignation or removal of the Administrator pursuant to
this Section 5.04 shall be effective until (1) a successor Administrator shall
have been appointed by the Note Issuer and (2) such successor Administrator
shall have agreed in writing to be bound by the terms of this Agreement in the
same manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be
effective only after satisfaction of the Rating Agency Condition with respect to
the proposed appointment.
Section 5.05. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly
upon the effective date of termination of this Agreement pursuant to Section
5.04(a) or the resignation or removal of the Administrator pursuant to Sections
5.04(b) or 5.04(c) respectively, the Administrator shall be entitled to be paid
all fees accruing to it and expenses accrued by it in the performance of its
duties hereunder through the date of such termination, resignation or removal,
to the extent permitted under Article III. The Administrator shall forthwith
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upon such termination pursuant to Section 5.04(a) deliver to the Note Issuer all
property and documents of or relating to the Collateral then in the custody of
the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Sections 5.04(b), 5.04(c), or 5.04(d) respectively,
the Administrator shall cooperate with the Note Issuer and take all reasonable
steps requested to assist the Note Issuer in making an orderly transfer of the
duties of the Administrator.
Section 5.06. NOTICES. Unless otherwise specifically provided herein,
all notices, directions, consents and waivers required under the terms and
provisions of this Administration Agreement shall be in English and in writing,
and any such notice, direction, consent or waiver may be given by United States
mail, courier service, facsimile transmission or electronic mail (confirmed by
telephone, United States mail or courier service in the case of notice by
facsimile transmission or electronic mail) or any other customary means of
communication, and any such notice, direction, consent or waiver shall be
effective when delivered, or if mailed, three days after deposit in the United
States mail with proper postage for ordinary mail prepaid:
(a) if to the Note Issuer, to
CL&P Funding LLC
c/o The Connecticut Light and Power Company
if by U.S. Mail:
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
if by courier:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Treasurer
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Email: xxxxxxx@xx.xxx
(b) if to the Administrator, to
The Connecticut Light and Power Company
if by U.S. Mail:
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
if by courier:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Treasurer
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
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(c) if to the Note Trustee, to
First Union Trust Company, National Association
One Xxxxxx Square
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
or to such other address as any party shall have provided to the other parties
in writing.
Section 5.07. AMENDMENTS. This Agreement may be amended in writing by
the Administrator and the Note Issuer, and with the prior written consent of the
Note Trustee (which consent shall not unreasonably be withheld), but without the
consent of any of the Noteholders, the Certificate Trustee or any of the
Certificateholders (notwithstanding any provision of any other document that
would otherwise require such consent as a precondition of Note Trustee consent),
to cure any ambiguity, to correct or supplement any provisions in this Agreement
or for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that such action shall not, as evidenced by an Officer's Certificate
delivered to the Note Trustee, adversely affect in any material respect the
interests of any Noteholder or Certificateholder.
This Agreement may also be amended in writing from time to time by the
Administrator and the Note Issuer with the written consent of the Note Trustee
and the written consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that no such amendment shall increase
or reduce in any manner the amount of, or accelerate or delay the timing of, RRB
Charge Collections without the consent of the Holders of all the outstanding
Notes.
If the written consent of Noteholders is required in connection with an
amendment hereof, approval by Noteholders of the substance of any proposed
amendment or consent shall constitute sufficient consent of the Noteholders
pursuant to this Section, and it shall not be necessary that Noteholders approve
of the particular form of any amendment or consent.
Promptly after the execution of any such amendment and the requisite
consents, if any, the Administrator shall furnish written notification of the
substance of such amendment to the Note Trustee and each of the Rating Agencies.
Prior to its consent to any amendment to this Agreement, the Note
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that such amendment is authorized or permitted by this Agreement. The Note
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Note Trustee's own rights, duties or immunities under this Agreement
or otherwise.
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Section 5.08. SUCCESSORS AND ASSIGNS. This Agreement may not be
assigned by the Administrator unless such assignment is previously consented to
in writing by the Note Issuer and the Note Trustee and is subject to the
satisfaction of the Rating Agency Condition in respect thereof. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Note Issuer and the Note Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Administrator, provided that such successor
organization executes and delivers to the Note Issuer and the Note Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder and the Rating Agency Condition is satisfied.
Subject to the foregoing, this Agreement shall bind any successors or assigns of
the parties hereto.
Section 5.09. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the Administrator, the Note Issuer, the
Trust, the Note Trustee, the Noteholders, the Certificate Trustee, the
Certificateholders, the Delaware Trustee, the Finance Authority and the
Treasurer of the State of Connecticut (the "State Treasurer"). The Noteholders
and the Certificateholders shall be entitled to enforce their rights and
remedies against the Administrator under this agreement solely through a cause
of action brought for their benefit by the Note Trustee or the Certificate
Trustee, as the case may be, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Transition Property or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein, except
for the indemnities specifically provided in Section 5.15. The Persons listed in
this section as having the benefit of this Agreement and the Indemnified Persons
listed in Section 5.15 shall have rights of enforcement with respect to their
respective rights in, to and under this Agreement.
Section 5.10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 5.11. HEADINGS. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
Section 5.12. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
Section 5.13. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
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jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 5.14. NONPETITION COVENANTS. Notwithstanding any prior
termination of this Agreement or the Note Indenture, but subject to the DPUC's
right to order the sequestration and payment of revenues arising with respect to
the Transition Property notwithstanding any bankruptcy, reorganization or other
insolvency proceedings with respect to the Seller of the Transition Property
pursuant to Section 16-245k(e) or Section 16-245k(g) of the Statute, the
Administrator shall not, prior to the date which is one year and one day after
the termination of the Note Indenture with respect to the Note Issuer, petition
or otherwise invoke or cause the Note Issuer or the Trust to invoke the process
of any court or government authority for the purpose of commencing or sustaining
a case against the Note Issuer or the Trust under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Note
Issuer or the Trust or any substantial part of the property of the Note Issuer
or the Trust, or ordering the winding up or liquidation of the affairs of the
Note Issuer or the Trust.
Section 5.15. INDEMNIFICATION. The Administrator shall indemnify the
Note Issuer, the Note Trustee, the Delaware Trustee, the Certificate Trustee,
the Trust, the Finance Authority, the State Treasurer, agencies of the State of
Connecticut and their respective officials, officers, directors, managers,
employees, consultants, counsel and agents (each an "Indemnified Person") for,
and defend and hold harmless each such Person from and against, any and all
liabilities, obligations, actions, suits, claims, losses, damages, payments,
costs or expenses of any kind whatsoever ("Losses") that may be imposed on,
incurred by or asserted against any such Person as a result of the
Administrator's willful misconduct or negligence in the performance of its
duties or observance of its covenants under this Agreement; provided, however,
that the Administrator shall not be liable for any Losses resulting from the
willful misconduct or gross negligence of such Indemnified Person. The
Noteholders and the Certificateholders shall be entitled to enforce their rights
and remedies against the Administrator under this indemnification solely through
a cause of action brought for their benefit by the Note Trustee or the
Certificate Trustee, as the case may be. The Administrator shall not be required
to indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person in the settlement of any action, proceeding or investigation
without the written consent of the Administrator, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of notice
of its involvement in any action, proceeding or investigation, such Indemnified
Person shall, if a claim for indemnification in respect thereof is to be made
against the Administrator under this Section 5.15, notify the Administrator in
writing of such involvement. Failure by an Indemnified Person to so notify the
Administrator shall relieve the Administrator from the obligation to indemnify
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and hold harmless such Indemnified Person under this Section 5.15 only to the
extent that the Administrator suffers actual prejudice as a result of such
failure. With respect to any action, proceeding or investigation brought by a
third party for which indemnification may be sought under this Section 5.15, the
Administrator shall be entitled to assume the defense of any such action,
proceeding or investigation. Upon assumption by the Administrator of the defense
of any such action, proceeding or investigation, the Indemnified Person shall
have the right to participate in such action or proceeding and to retain its own
counsel. The Administrator shall be entitled to appoint counsel of the
Administrator's choice at the Administrator's expense to represent the
Indemnified Person in any action, proceeding or investigation for which a claim
of indemnification is made against the Administrator under this Section 5.15 (in
which case the Administrator shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the Indemnified Person except
as set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Administrator's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Administrator shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Administrator to represent the Indemnified Person
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Administrator and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that are
different from or additional to those available to the Administrator, (iii) the
Administrator shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable time
after notice of the institution of such action or (iv) the Administrator shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Administrator. Notwithstanding the foregoing, the Administrator shall not be
obligated to pay for the fees, costs and expenses of more than one separate
counsel for the Indemnified Persons (in addition to local counsel). The
Administrator will not, without the prior written consent of the Indemnified
Person, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification may be sought under this Section 5.15 (whether
or not the Indemnified Person is an actual or potential party to such claim or
action) unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such claim,
action, suit or proceeding. The indemnities contained in this Section 5.15 shall
survive the resignation of the Note Trustee, the Certificate Trustee or the
Delaware Trustee or the termination of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Administration
Agreement to be duly executed and delivered under seal as of the day and year
first above written.
CL&P FUNDING LLC, as Note Issuer
By:____________________________________________
Name:
Title:
THE CONNECTICUT LIGHT AND POWER COMPANY, as
Administrator
By:____________________________________________
Name:
Title:
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