Exhibit A
DRAFT OF 11/13/97
FORM OF THIRD AMENDMENT
THIRD AMENDMENT dated as of January , 1998 (this "Third Amendment") to
the Credit Agreement dated as of February 11, 1992, as amended pursuant to a
First Amendment dated as of April 30, 1993 and a Second Amendment dated as of
May 12, 1995, among Bankers Trust Company, not in its individual capacity but
solely as trustee of the Niantic Bay Fuel Trust under the Trust Agreement
dated as of January 4, 1982, as amended and restated by the Amendment to and
Restatement of Trust Agreement dated as of February 11, 1992, between it,
State Street Bank and Trust Company of Connecticut, National Association
(which is the successor trustor to the New Connecticut Bank and Trust
Company, National Association, as assignee of the Federal Deposit Insurance
Corporation, as receiver of The Connecticut Bank and Trust Company, National
Association), as Trustor, and the Connecticut Light and Power Company and
Western Massachusetts Electric Company, as Beneficiaries, each of the
financial institutions party thereto, and The First National Bank of Chicago,
as agent for such financial institutions (as so amended and as it may have
been otherwise supplemented or modified through the date hereof, the
"Existing Credit Agreement").
RECITALS:
A. The Lessees and the Trustee have requested that the Maturity Date be
extended.
B. The Banks are willing to agree to the requested extension provided
that the Trustee and the Lessees agree to certain amendments to the Existing
Credit Agreement.
Accordingly, the parties hereto wish to amend the Existing Credit
Agreement in certain respects and accordingly hereby agree as follows:
1. Definitions. Unless the context otherwise requires, all terms used
herein which are defined in the Existing Credit Agreement shall have the
meanings assigned to them therein.
2. Amendments to Existing Credit Agreement. Upon the satisfaction of
the conditions precedent set forth in Section 4 of this Third Amendment on or
before [January 31, 1998], the Existing Credit Agreement shall be amended as
follows:
(a) The definition of "Eurodollar Rate" set forth in Article I of
the Existing Credit Agreement shall be amended by deleting the phrase "1/2%
per annum" where it appears therein and inserting the phrase "1-5/8% per
annum" in lieu thereof.
(b) The definition of "Fixed CD Rate" set forth in Article I of
the Existing Credit Agreement shall be amended by deleting the phrase "5/8%
per annum" where it appears therein and inserting the phrase "1-3/4% per
annum" in lieu thereof.
(c) The definition of "Floating Rate" set forth in Article I of
the Existing Credit Agreement shall be amended by deleting clause (b) thereof
and inserting in lieu thereof the following new clause (b):
"(b) the Corporate Base Rate plus 1/2% per annum"
(d) The definition of "Maturity Date" set forth in Article I of
the Existing Credit Agreement shall be amended by deleting it in its entirety
and substituting in lieu thereof the following new definition:
"'Maturity Date' means November 19, 1998."
(e) Section 2.4.3 of the Existing Credit Agreement shall be amended
by deleting the phrase ".135% per annum" where it appears therein and
inserting the phrase ".50% per annum" in lieu thereof.
(f) Section 2.5.6 of the Existing Credit Agreement shall be
amended by deleting it in its entirety and substituting in lieu thereof the
following:
"2.5.6. INTENTIONALLY DELETED AND LEFT BLANK.
(g) Schedule "I" attached to the Existing Credit Agreement shall
be amended by deleting it in its entirety and substituting in lieu thereof
the Schedule "I" attached hereto.
3. Representations and Warranties. The Trustee hereby confirms,
reaffirms and restates as of the Effective Date (as defined in Section 4 of
this Third Amendment) the representations and warranties set forth in Article
V of the Existing Credit Agreement provided that such representations and
warranties shall be and are hereby amended as follows: each reference therein
to "this Credit Agreement" shall be deemed to be a collective reference to
the Existing Credit Agreement, this Third Amendment and the Existing Credit
Agreement as amended by this Third Amendment.
4. Conditions Precedent. This Third Amendment and the provisions
contained herein shall become effective on the date (the "Effective Date") on
or before [January 31, 1998] on which all of the following conditions
precedent shall have been satisfied:
(a) This Third Amendment shall have been duly executed and
delivered by the Bank Agent and the Trustee on one or more counterparts and
all the Banks shall have signed a counterpart or counterparts hereof and
notified the Bank Agent by telex or telecopy that such action has been taken
and that such executed counterpart or counterparts will be mailed or
otherwise delivered to the Bank Agent.
(b) A Ratable Note payable to the order of each Bank shall have
been duly executed and delivered by the Trustee to the Bank Agent.
(c) the Majority Lenders (as defined in the Security Agreement)
shall have executed and delivered to the Collateral Agent a letter agreement
in substantially the form attached hereto as Exhibit "A".
(d) (i) The representations and warranties of the Trustee contained
in Article V of the Existing Credit Agreement, in the Depositary Agreement,
and in the Trust Agreement shall be true and correct in all material respects
on and as of the Effective Date with the same effect as if made on and as of
the Effective Date, (ii) no Event of Default, Unmatured Event of Default or
Event of Termination shall be in existence on the Effective Date or shall
occur as a result of the execution and delivery of this Third Amendment, and
(iii) each of the Basic Agreements shall be in full force and effect without
amendment or modification, except as approved in writing by the Bank Agent
and the Required Banks.
(e) The representations and warranties of the Lessees contained in
Sections 2 and 35 of the Lease Agreement shall be true and correct in all
material respects on and as of the Effective Date with the same effect as if
made on and as of the Effective Date.
(f) The Trustee and the Bank Agent shall have received a
certificate of the Lessees in substantially the form of Exhibit "B" hereto,
appropriately completed and signed by a Vice President, Treasurer or
Assistant Treasurer of each Lessee.
(g) The Lessees shall have paid to the Bank Agent for pro rata
distribution to the Banks based on their respective Commitments an amendment
fee equal to 3/8% of the aggregate Commitments of the Banks.
(h) The Lessees shall have paid to First Chicago Capital Markets,
Inc. for its own account the arrangement fee provided for in the letter
agreement among the Lessees, the Bank Agent and First Chicago Capital
Markets, Inc. with respect to the extension of the Maturity Date.
(i) The Bank Agent shall have received with sufficient copies for
each of the Banks all of the following documents:
(i) A certificate of incumbency signed by an authorized
employee of Bankers Trust Company which shall certify the names of the
employees of Bankers Trust Company authorized to execute any document
hereunder on behalf of the Trustee, together with specimen signatures of each
such employee, and the Bank Agent and each Bank may conclusively rely on such
certificate until it shall receive a further certificate of an authorized
employee of Bankers Trust Company cancelling or amending the prior
certificate and submitting the signatures of the employees named in such
further certificate.
(ii) Copies of each authorization, license, permit, consent,
order or approval of, or registration, declaration or filing with, any
governmental authority (including without limitation the Securities and
Exchange Commission, and the Commonwealth of Massachusetts and the State of
Connecticut and any applicable agency of either thereof) obtained or made or
required to be obtained or made in connection with the transactions
contemplated by this Third Amendment.
(iii) A copy of the consent or waiver given pursuant to the
Credit Agreement dated as of November 21, 1996, as amended, among Northeast
Utilities, the Lessees, the Banks and Co-Agents party thereto, and Citibank,
N.A., as administrative agent, pursuant to which the Lessees are permitted to
reduce the Aggregate Commitment to $100,000,000.
(iv) An opinion of Messrs. Xxxxxx Xxxxxx & Xxxxxxx, counsel
for the Trustee, dated the Effective Date and in substantially the form
attached hereto as Exhibit "C".
(v) An opinion of Messrs. Day, Xxxxx and Xxxxxx, counsel for
the Lessees, dated the Effective Date and in substantially the form attached
hereto as Exhibit "D".
(vi) An opinion of Messrs. Day, Xxxxx and Xxxxxx, counsel for
the Trustor, dated the Effective Date and in substantially the form attached
hereto as Exhibit "E".
5. Amendment to Form U-7D. The Trustee hereby agrees that (i) within
30 days after the Effective Date the Trustee and the Lessees shall file an
amendment (acceptable in form and substance to the Bank Agent and its
counsel) to the Form U-7D previously filed with the Securities and Exchange
Commission in connection with the Lease Agreement and the Existing Credit
Agreement reflecting the extension of the Maturity Date and the other
amendments to the Existing Credit Agreement provided for herein, and (ii) any
failure to file such amendment in accordance with clause (i) of this Section
5 shall constitute an immediate Event of Default under the Existing Credit
Agreement as amended by this Third Amendment.
6. Effect on the Existing Credit Agreement. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Existing Credit Agreement and the Bank Notes (a) shall
remain unaltered, (b) shall continue to be, and shall remain, in full force
and effect in accordance with their respective terms, and (c) are hereby
ratified and confirmed in all respects. Upon the effectiveness of this Third
Amendment, all references in the Existing Credit Agreement (including
references in the Existing Credit Agreement as amended by this Third
Amendment) to "this Credit Agreement" (and all indirect references such as
"hereby", "herein", "hereof" and "hereunder") shall be deemed to be
references to the Existing Credit Agreement as amended by this Third
Amendment.
7. Expenses. The Trustee shall reimburse the Bank Agent for any and
all reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Bank Agent, which
attorneys may be employees of the Bank Agent) paid or incurred by the Bank
Agent in connection with the preparation, review, execution and delivery of
this Third Amendment.
8. Entire Agreement. This Third Amendment, the Existing Credit
Agreement as amended by this Third Amendment, and the Bank Notes embody the
entire agreement and understanding between the parties hereto and supersede
any and all prior agreements and understandings between the parties hereto
relating to the subject matter hereof.
9. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
10. Counterparts. This Third Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one agreement,
and any of the parties hereto may execute this Third Amendment by signing any
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed as of the date first above written.
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee
of the Niantic Bay Fuel Trust under the Trust
Agreement dated as of January 4, 1982, as
amended and restated by the Amendment to and
Restatement of Trust Agreement dated as of
February 11, 1992, between it and the Trustor
and the Beneficiaries named therein
By:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
individually as Bank Agent and
as Collateral Agent
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF NEW YORK
By:
Title:
BANKBOSTON, N.A.
By:
Title:
BANK OF MONTREAL
By:
Title:
CIBC, INC.
By:
Title:
THE TORONTO-DOMINION BANK
By:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Title:
BARCLAYS BANK PLC
By:
Title:
MELLON BANK, N.A.
By:
Title:
FLEET BANK, N.A.
By:
Title:
SWISS BANK CORPORATION
By:
Title:
By:
Title:
EXHIBIT "A"
to Third Amendment
November __, 1997
The Lenders Listed on the Schedule
of Addressees Attached Hereto
Re: CONSENT TO WAIVER
Ladies and Gentlemen:
We refer to that certain Security Agreement and Assignment of Contracts
dated as of January 4, 1982, as theretofore amended and as amended and
restated by the Amendment to and Restatement of Security Agreement and
Assignment of Contracts dated as of February 11, 1992 (as so amended and
amended and restated, the "Security Agreement"), made by Bankers Trust
Company, not in its individual capacity but solely as Trustee of the Niantic
Bay Fuel Trust (in such capacity, the "Trustee") under the Trust Agreement
dated as of January 4, 1982, as amended and restated by the Amendment to and
Restatement of Trust Agreement dated as of February 11, 1992, between it,
State Street Bank and Trust Company of Connecticut, National Association
(which is the successor trustor to The New Connecticut Bank and Trust
Company, National Association, as assignee of the Federal Deposit Insurance
Corporation, as receiver of The Connecticut Bank and Trust Company, National
Association), as Trustor (the "Trustor"), and The Connecticut Light and Power
Company and Western Massachusetts Electric Company, as Beneficiaries, to The
First National Bank of Chicago, as pledgee and collateral agent (in such
capacity, the "Collateral Agent") for the ratable benefit of the secured
parties referred to therein. Unless the context otherwise requires, all
terms used herein which are defined in the Security Agreement shall have the
meanings assigned to them therein.
The Lessees have requested that the Trustee grant certain waivers under
Section 23 of the Lease Agreement by executing and delivering a waiver letter
in substantially the form attached hereto as Annex "I". Pursuant to Section
36(a) of the Lease Agreement the Trustee may not grant a waiver under the
Lease Agreement without the prior written consent of the Collateral Agent.
Accordingly, this is to request that by signing and returning to the
Collateral Agent a copy of this letter agreement you instruct the Collateral
Agent pursuant to Section 11(c) of the Security Agreement to consent to the
Trustee's execution and delivery to the Lessees of a waiver letter in
substantially the form attached hereto as Annex "I".
This letter agreement and the instructions to the Collateral Agent set
forth herein shall become effective as of the date hereof when the Collateral
Agent shall have received counterparts of this letter signed by the Majority
Lenders.
This letter agreement may be executed in any number of counterparts, all
of which taken together shall constitute one agreement, and any of the
parties hereto may execute this letter agreement.
Please acknowledge your receipt of this letter agreement and your
agreement with the terms and provisions contained herein by signing and
returning a copy of this letter agreement to the Collateral Agent.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO,
as Collateral Agent
By:
Title:
AGREED AND INSTRUCTED:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF NEW YORK
By:
Title:
BANKBOSTON, N.A.
By:
Title:
BANK OF MONTREAL
By:
Title:
CIBC, INC.
By:
Title:
THE TORONTO-DOMINION BANK
By:
Title:
UNION BANK CALIFORNIA, N.A.
By:
Title:
BARCLAYS BANK PLC
By:
Title:
MELLON BANK, N.A.
By:
Title:
FLEET BANK, N.A.
By:
Title:
SWISS BANK CORPORATION
By:
Title:
By:
Title:
XXXXXXX & CO.
By:
Title:
TRAL & CO.
By:
Title:
THE PRUDENTIAL INSURANCE COMPANY
By:
Title:
SEINE & CO.
By:
Title:
PRINCIPAL MUTUAL LIFE INSURANCE CO.
By:
Title:
AETNA LIFE INSURANCE
By:
Title:
PLAYPORT & CO.
By:
Title:
NEW YORK LIFE INSURANCE CO.
By:
Title:
XXXX & CO.
By:
Title:
BOSTON & CO.
By:
Title:
BOUYCHAIN & CO.
By:
Title:
BEING & CO.
By:
Title:
SCHEDULE OF ADDRESSEES
THE FIRST NATIONAL BANK OF CHICAGO
THE BANK OF NOVA SCOTIA
THE BANK OF NEW YORK
BANKBOSTON, N.A.
BANK OF MONTREAL
CIBC, INC.
THE TORONTO-DOMINION BANK
UNION BANK OF CALIFORNIA, N.A.
BARCLAYS BANK PLC
MELLON BANK, N.A.
FLEET BANK, N.A.
SWISS BANK CORPORATION
XXXXXXX & CO.
TRAL & CO.
THE PRUDENTIAL INSURANCE COMPANY
SEINE & CO.
PRINCIPAL MUTUAL LIFE INSURANCE CO.
AETNA LIFE INSURANCE
PLAYPORT & CO.
NEW YORK LIFE INSURANCE CO.
XXXX & CO.
BOSTON & CO.
BOUYCHAIN & CO.
BEING & CO.
ANNEX "I"
to Consent to Waiver
, 1997
The Connecticut Light and Power Company
Western Massachusetts Electric Company
c/o Northeast Utilities Service Company
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx 00000
Attn: Assistant Treasurer
Re: WAIVER LETTER
Ladies and Gentlemen:
We refer to that certain Nuclear Fuel Lease Agreement dated as of
January 4, 1982 as amended and restated by the Amendment to and Restatement
of Nuclear Fuel Lease Agreement dated as of February 11, 1992 (as amended,
supplemented or otherwise modified through the date hereof, the "Lease
Agreement") between Bankers Trust Company, as Trustee of the Niantic Bay Fuel
Trust, as lessor, and The Connecticut Light and Power Company and Western
Massachusetts Electric Company, as Lessees. Unless the context otherwise
requires, each term used herein which is defined in the Lease Agreement shall
have the meaning assigned to it therein.
As you know, the Units have been in extended outages for varying reasons
since various times in 1995 and 1996. Although the Lessees have informed the
Lessor and the Collateral Agent that they believe all the Units have
throughout this period continued to be in commercial operation and in
possession of all necessary licenses, approvals and consents required for the
operation of the Units, the Lessees have nonetheless requested that the
Lessor waive any potential or actual Event of Termination under Section
23(a)(vii) or Section 23(a)(ix) of the Lease Agreement existing through
November 19, 1998 as a result of any of these circumstances.
Accordingly, this is to advise the Lessees that, subject to the terms
and conditions hereof, the Lessor hereby specifically waives any potential or
actual Event of Termination under Section 23(a)(vii) or Section 23(a)(ix) of
the Lease Agreement caused by any of the Units being out of commercial
operation through November 19, 1998 as a result of any of the circumstances
referred to in any of the Lessees' Quarterly Reports on Form 10-Q to the
Securities and Exchange Commission for the quarters ended March 30, 1996,
June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997 and
September 30, 1997 and the Lessees' Annual Report on Form 10-K to the
Securities and Exchange Commission for the years ended December 31, 1995 and
December 31, 1996.
The waiver set forth herein applies only to the above-specified Events
of Termination under Section 23(a)(vii) or Section 23(a)(ix) of the Lease
Agreement prior to November 20, 1998 and the waiver set forth herein shall
not apply to (i) any Event of Termination which may exist after November 19,
1998 under Section 23(a)(vii) of the Lease Agreement if any of the Units is
not in commercial operation before November 20, 1998, (ii) any Event of
Termination which may exist after November 19, 1998 under Section 23(a)(ix)
of the Lease Agreement if any event described in Section 23(a)(ix) of the
Lease Agreement exists or occurs with respect to any Unit after November 19,
1998, (iii) any Event of Termination under any subsection of Section 23(a) of
the Lease Agreement which may occur after any of the Units is placed in
service between the date hereof and November 19, 1998, and (iv) any Event of
Termination under any subsection of Section 23(a) of the Lease Agreement
other than subsection (vii) or subsection (ix) thereof which may occur, or
may have occurred, at any time before or after the date hereof.
All of the terms, conditions and covenants of the Lease Agreement,
except as specifically waived herein, shall remain unaltered and in full
force and effect and shall continue to be binding upon the Lessees.
This waiver letter and the waiver set forth herein shall become
effective as of the date hereof when (i) the Collateral Agent shall have
received a copy of this waiver letter signed by the Lessor and both of the
Lessees, (ii) the Collateral Agent shall have consented to this waiver letter
by signing and delivering to the Lessor a copy hereof, and (iii) the Lessor
shall have received a copy of this waiver letter signed by both of the
Lessees and consented to by the Collateral Agent.
Please acknowledge your acceptance of this waiver letter and of the
terms and provisions contained herein by signing and returning a copy of this
waiver letter to each of the Lessor and the Collateral Agent.
Very truly yours,
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee
of the Niantic Bay Fuel Trust under the Trust Agreement dated as of January
4, 1982, as amended and restated by the Amendment to and Restatement of Trust
Agreement dated as of February 11, 1992, between it and the Trustor and the
Beneficiaries named therein
By:
Title:
ACCEPTED:
THE CONNECTICUT LIGHT AND POWER COMPANY
By:
Title:
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By:
Title:
CONSENTED:
THE FIRST NATIONAL BANK OF CHICAGO,
as Collateral Agent
By:
Title:
EXHIBIT "B"
to Third Amendment
CERTIFICATE
OF
THE CONNECTICUT LIGHT AND POWER COMPANY
AND
WESTERN MASSACHUSETTS ELECTRIC COMPANY
This Certificate is being delivered to The First National Bank of
Chicago, as Bank Agent under the Credit Agreement referred to herein (in such
capacity, the "Bank Agent"), and the other financial institutions party to
such Credit Agreement (the "Banks") by The Connecticut Light and Power
Company and Western Massachusetts Electric Company (each of which is
referred to herein individually as a "Company" and collectively as the
"Companies"), pursuant to the Credit Agreement dated as of February 11, 1992
(as amended pursuant to a First Amendment dated as of April 30, 1993, the
Second Amendment dated as of may 12, 1995 and the Third Amendment referred to
below, the "Credit Agreement") among the Bank Agent, the Banks and Bankers
Trust Company, not in its individual capacity but solely as trustee (in such
capacity, the "Trustee") of the Niantic Bay Fuel Trust under the Trust
Agreement dated as of January 4, 1982, as amended and restated by the
Amendment to and Restatement of Trust Agreement dated as of February 11,
1992, between it and the Trustor and Beneficiaries named therein. Terms
defined in the Credit Agreement are used herein with the same meanings
ascribed to them therein, unless otherwise defined herein.
In order to induce the Bank Agent and the Banks to enter into that
certain Third Amendment dated as of January __, 1998 among the Trustee, the
Banks and the Bank Agent (the "Third Amendment") which amends the Credit
Agreement, each Company DOES HEREBY CERTIFY, severally and for itself alone,
that:
1. The execution, delivery and performance, or the acceptance, as the
case may be, by the Trustee, of the Credit Agreement, the Third Amendment,
the Basic Agreements, the Nuclear Fuel Contracts, the Bank Notes and the CP
Notes do not and will not violate any provision of any law or regulation or
of any writ or decree of any court or governmental instrumentality applicable
to the Company or the Trustee, and no consent, license, approval, order or
authorization of, or filing, registration or declaration with, any
governmental authority, bureau or agency or any court or other Person is or
was required in connection with the execution, delivery, performance,
acceptance, validity or enforceability of any of the above-mentioned
documents and instruments or the IT Notes (provided that no representation is
given with respect to the Nuclear Fuel Contracts insofar as the respective
Contractors are concerned), except for (i) a general license to own Nuclear
Fuel from the Nuclear Regulatory Commission (currently granted under 10
C.F.R. Sections 40.21 and 70.20); (ii) a license to possess and use special
nuclear material granted by the Nuclear Regulatory Commission; (iii) orders
of the Securities and Exchange Commission ("SEC") under Sections 7 and 10 of
the Public Utility Holding Company Act of 1935; (iv) the approval of the
Connecticut Department of Public Utility Control under Section 16-43 of the
Connecticut General Statutes; (v) the approval of the Massachusetts
Department of Public Utilities; and (vi) a certificate on Form U-7D filed by
the Trustee with the SEC pursuant to the SEC's Rule 7(d), all of which
licenses, orders and approvals have been duly obtained and, are final and are
in full force and effect, and (except as disclosed in the opinion of Day,
Xxxxx and Xxxxxx delivered in connection with the Third Amendment) all
periods of appeal relating thereto have expired, and none of such licenses,
orders and approvals is the subject of any pending or, to the best of our
knowledge, any threatened attack by direct proceedings or otherwise with
respect to which there is a reasonable possibility of a decision which would
have a material adverse effect on (A) the financial condition of the Trustee
or the Company, (B) the ability of the Trustee or the Company to carry on its
business, (C) the ability of the Trustee to perform its obligations under the
Credit Agreement, the Third Amendment, the Basic Agreements, the Nuclear Fuel
Contracts, the Bank Notes, the CP Notes or the IT Notes, or (D) the ability
of the Company to perform its obligations under the Basic Agreements to which
it is a party; provided that no representation is given with respect to
Federal, New York or Massachusetts banking or trust laws or regulations or
the securities or blue sky laws or regulations of any State.
2. The Trustee is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. The Trustee is not a "public-utility
company" or a "holding company", or an "affiliate" of a "holding company", or
a "subsidiary company" of a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended. The Security
Agreement is not required to be qualified under the Trust Indenture Act of
1939, as amended, and the creation of the security interest in the Collateral
in favor of the holders of the CP Notes under the Security Agreement did not
require an indenture to be qualified under said Act.
3. The representations and warranties of the Company contained in
Sections 2 and 35 of the Lease Agreement are true and correct in all material
respects on and as of the date hereof.
4. Each of the Basic Agreements is in full force and effect without
amendment or modification, except as approved in writing by the Bank Agent
and the Required Banks.
5. No Event of Default or Unmatured Event of Default has occurred
under the Credit Agreement, and no Event of Termination has occurred under
the Lease Agreement.
6. The Security Agreement is effective to create in favor of the
Collateral Agent for the ratable benefit of the Secured Parties a legal,
valid and enforceable first Lien on and security interest in all of the
Collateral, and a legal, valid and enforceable purchase money security
interest in all Nuclear Fuel Contracts and Inventory, and all filings,
recordings and other action that are necessary in order to establish,
preserve and perfect the Collateral Agent's Lien on and security interest in
the Collateral as a legal, valid and enforceable first Lien and security
interest, or purchase money security interest, as the case may be, have been
duly effected, except that the foregoing representation shall not be deemed
to be violated as a result of (i) the existence or priority of any Lien
permitted by Section 17 of the Lease Agreement or (ii) the failure to file
financing statements under the Uniform Commercial Code of the State of
Tennessee prior to the time Lessees are obligated to pay the indebtedness tax
with respect thereto pursuant to Section 36(c)(ii) of the Lease Agreement.
IN WITNESS WHEREOF, each of the Companies has signed this Certificate,
this day of January, 1998.
THE CONNECTICUT LIGHT AND POWER COMPANY
By:
Title:
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By:
Title:
EXHIBIT "C"
to Third Amendment
OPINION OF MESSRS. XXXXXX XXXXXX & XXXXXXX
(counsel for the Trustee)
EXHIBIT "D"
to Third Amendment
OPINION OF MESSRS. DAY, XXXXX AND XXXXXX
(counsel for the Lessees)
EXHIBIT "E"
to Third Amendment
OPINION OF MESSRS. DAY, XXXXX AND XXXXXX
(counsel for the Trustor)
SCHEDULE "I"
TO
CREDIT AGREEMENT
COMMITMENTS
Bank Commitment
The First National Bank of Chicago $ 15,428,571.43
The Bank of Nova Scotia $ 12,571,428.57
BankBoston, N.A. $ 10,857,142.86
The Bank of New York $ 10,857,142.86
Bank of Montreal $ 8,571,428.57
CIBC, Inc. $ 8,571,428.57
The Toronto-Dominion Bank $ 8,571,428.57
Union Bank of California, N.A. $ 6,285,714.29
Barclays Bank PLC $ 4,571,428.57
Mellon Bank, N.A. $ 4,571,428.57
Fleet Bank, N.A. $ 4,571,428.57
Swiss Bank Corporation $ 4,571,428.57
TOTAL $ 100,000,000.00
