Exhibit 4.2.9.1
AMENDMENT NO. 2
AMENDMENT AGREEMENT, dated as of July 11, 2001, between THE
CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation (the
"Seller"), and CL&P RECEIVABLES CORPORATION, a Connecticut corporation
(the "Purchaser").
Preliminary Statements. (1) The Seller and Purchaser to a Purchase
and Contribution Agreement dated as of September 30, 1997, as amended by
Amendment No. 1, dated as of March 30, 2001 (the "Agreement"; capitalized
terms not otherwise defined herein shall have the meanings attributed to them
in the Agreement), pursuant to which the Seller is prepared to sell certain of
its Receivables to the Purchaser, the Purchaser is prepared to purchase such
Receivables from the Seller, and the Seller also wishes to contribute
Receivables not sold to the capital of the Purchaser; and
(2) The Seller and Purchaser, desire to amend the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Agreement. Section 1.01 of the Agreement is
amended by amending the definition of "Facility Termination Date" by deleting
the date "July 11, 2001" where it appears in line one (1) thereof and replacing
it with the date "July 8, 2004".
SECTION 2. Confirmation of Agreement. Except as herein expressly
amended, the Agreement is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms. Each reference
in the Agreement to "this Agreement," "hereof" or words of like import shall
mean the Agreement as amended by this Amendment Agreement and as hereinafter
amended or restated.
SECTION 3. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CONNECTICUT
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).
SECTION 4. Execution in Counterparts. This Amendment Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
Amendment Agreement. Delivery of an executed counterpart of a signature page
to this Amendment Agreement by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment Agreement.
SECTION 5. Seller's Representations and Warranties. The Seller
represents and warrants that this Amendment Agreement has been duly authorized,
executed and delivered by the Seller pursuant to its corporate powers and
constitutes the legal, valid and binding obligation of the Seller. The Seller
also makes each of the representations and warranties contained in Section 4.01
of the Agreement (after giving effect to this Amendment Agreement) as of the
date hereof.
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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Treasurer - Finance
CL&P RECEIVABLES CORPORATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Treasurer - Finance
