EXHIBIT B.8
[EXECUTION COPY]
COLLATERAL AGENCY AGREEMENT
among
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT
AND POWER COMPANY
WESTERN MASSACHUSETTS
ELECTRIC COMPANY
as Borrowers
THE FINANCIAL INSTITUTIONS NAMED HEREIN
and
CITIBANK, N.A.
as Collateral Agent and Administrative Agent
Dated as of May 30, 1997
TABLE OF CONTENTS
Section Page
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . 2
1.01. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II SECURITY . . . . . . . . . . . . . . . . . 3
2.01. Purpose of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.02. Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III DEFAULTS; DISTRIBUTIONS . . . . . . . . . . . . . 3
3.01. Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.02. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.03. Marshalling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV AGENCY. . . . . . . . . . . . . . . . . . 5
4.01. Appointment and Duties of Collateral Agent. . . . . . . . . . . . . . . 5
4.02. Rights of Collateral Agent. . . . . . . . . . . . . . . . . . . . . . . 6
4.03. Lack of Reliance on the Collateral Agent. . . . . . . . . . . . . . . . 7
4.04. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.05. The Collateral Agent in its Individual Capacity . . . . . . . . . . . . 8
4.06. Resignation or Removal of the Collateral Agent. . . . . . . . . . . . . 8
ARTICLE V MISCELLANEOUS. . . . . . . . . . . . . . . . 9
5.01. Amendments; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.02. Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.03. Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.04. Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.05. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.06. Governing Law; Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.07. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . S-1
COLLATERAL AGENCY AGREEMENT
THIS COLLATERAL AGENCY AGREEMENT, dated as of May 30, 1997, among:
(i) NORTHEAST UTILITIES, an unincorporated voluntary business association
organized under the laws of the Commonwealth of Massachusetts ("NU");
(ii) THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized
under the laws of the State of Connecticut ("CL&P");
(iii) WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation organized
under the laws of the Commonwealth of Massachusetts ("WMECO";
CL&P, NU and WMECO, each being a "Borrower", and collectively,
the "Borrowers");
(iv) The financial institutions (the "Banks") listed on the signature
pages hereof and the other Lenders from time to time party hereto;
and
(v) CITIBANK, N.A. ("Citibank"), as Administrative Agent for the Lenders
under the Credit Agreement referred to below and as collateral agent
hereunder for the Lenders (in such capacity, together with its
successors, the "Collateral Agent").
PRELIMINARY STATEMENTS
WHEREAS, the Banks, the Borrowers and the Administrative Agent have
entered into that certain Credit Agreement dated as of November 21, 1996 (said
Credit Agreement, as amended from time to time in accordance with its terms,
being the "Credit Agreement");
WHEREAS, the Banks, the Borrowers and the Administrative Agent amended the
Credit Agreement and waived certain provisions contained therein pursuant to
that certain First Amendment and Waiver dated as of the date hereof (the "First
Amendment");
WHEREAS, pursuant to the First Amendment, the obligations of CL&P and
WMECO are being secured by their respective Collateral FMBs issued on the date
hereof to the Collateral Agent for the benefit of the Lenders;
WHEREAS, Citibank has been designated and appointed the Collateral Agent
under the Collateral FMBs and the other Loan Documents as provided for herein
and in the Collateral FMBs; and
WHEREAS, the Bank, the Borrowers, the Administrative Agent and the
Collateral Agent are entering into this Agreement to set forth the duties and
powers of the Collateral Agent;
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. Terms used herein and defined in the Credit
Agreement shall have the meanings therein indicated except that the terms
defined in the preamble and the Preliminary Statements and the following terms
shall have the meanings set forth herein:
"Agreement" means this Collateral Agency Agreement, as amended from
time to time in accordance with its terms.
"Principal Office" means the office of the Collateral Agent presently
located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office
as the Collateral Agent may designate from time to time.
"Security Documents" means, (i) with respect to CL&P, the Collateral
FMBs issued by CL&P from time to time to the Collateral Agent for the
benefit of the Lenders and the CL&P Indenture and (ii) with respect to
WMECO, the Collateral FMBs issued by WMECO from time to time to the
Collateral Agent for the benefit of the Lenders and the WMECO Indenture.
"Secured Obligations" means, (a) with respect to CL&P, all
obligations of CL&P, now or hereafter existing, to pay (i) principal
amount of, and interest (including, without limitation, interest accruing
at the applicable default rate provided for in the Amended Credit
Agreement) on, all outstanding Advances made to CL&P by the Lenders and
(ii) CL&P's obligations to pay the Facility Fee pursuant to Section 2.02(b)
of the Credit Agreement; provided, however, the obligations of CL&P under
this clause (a)(ii) shall not exceed $410,000, and (b) with respect to
WMECO, all obligations of WMECO, now or hereafter existing, to pay (i)
principal amount of, and interest (including, without limitation, interest
accruing at the applicable default rate provided for in the Credit
Agreement) on, all outstanding Advances made to WMECO by the Lenders and
(ii) WMECO's obligations to pay the Facility Fee pursuant to Section
2.02(b) of the Credit Agreement; provided, however, the obligations of
WMECO under this clause (b)(ii) shall not exceed $196,000.
ARTICLE II
SECURITY
SECTION 2.01. Purpose of Agreement. This Agreement sets forth the duties
and powers of the Collateral Agent with respect to the Collateral FMBs and its
exercise for the benefit of the Lenders of its rights and remedies thereunder
and under the other Loan Documents or otherwise available to the Collateral
Agent.
SECTION 2.02. Collateral. The Lenders are entitled, pursuant to the terms
hereof and of the other Loan Documents, to the benefits of any Collateral held
or to be held by or for the benefit of the Collateral Agent. CL&P and WMECO
each hereby agree to deliver or cause to be delivered to the Collateral Agent,
promptly upon the execution and delivery thereof, an originally executed and
authenticated Collateral FMB. In addition, promptly upon the execution and
delivery of any additional Collateral FMBs, CL&P and WMECO (as the case may be)
will deliver or cause to be delivered to the Collateral Agent an originally
executed and authenticated copy of such additional Collateral FMBs. The
Collateral Agent shall keep all Collateral FMBs delivered to it at its
Principal Office and shall permit any Lender to inspect such Collateral FMBs
upon prior written request during business hours.
ARTICLE III
DEFAULTS; DISTRIBUTIONS
SECTION 3.01. Default. (a) Unless an Event of Default shall have
occurred and be continuing, the Collateral Agent shall not be obligated to take
any action under this Agreement or any of the Security Documents, except for
the performance of such duties as are specifically set forth herein or therein.
(b) If any Event of Default shall have occurred and be continuing with
respect to CL&P or WMECO, the Collateral Agent shall, at the request of, or may
with the consent of, the Lenders entitled to make such request, exercise in
respect of the Collateral FMBs of such Borrower, in addition to other rights
and remedies provided for herein or otherwise available to it, all the rights
and remedies available to the Collateral Agent under the applicable Security
Documents and under the other Loan Documents or otherwise available to the
Collateral Agent.
(c) Subject to paragraph (e) below, the rights and remedies of the
Collateral Agent with respect to CL&P and WMECO shall include (without
limitation of the other rights and remedies available to the Collateral Agent
under the Loan Documents or otherwise available to it), (i) the right to cause
all or a portion of the Collateral FMBs (including without limitation all
accrued interest thereon) of such Borrower to become immediately due and
payable, (ii) the right to collect all amounts payable by such Borrower under
the Collateral FMBs for the benefit of the Lenders, and (iii) the right to
exercise all rights and remedies of a "holder" of a Collateral FMB under the
applicable First Mortgage Indenture of such Borrower.
(d) Notwithstanding any written instructions received by the Collateral
Agent pursuant to paragraph (b) above, and except as expressly provided in the
Credit Agreement, the Collateral Agent shall not release any Collateral or
portion thereof or lien thereon without the consent of the Lenders.
(e) It is understood that the actual indebtedness of any Borrower
evidenced by the Collateral FMBs of such Borrower shall be limited to, and in
no event exceed, the Secured Obligations of such Borrower from time to time
outstanding; that at no time shall any claim be made on the Collateral FMBs of
such Borrower in excess of the aggregate unpaid Secured Obligations of such
Borrower outstanding at such time and that, to the extent the actual
indebtedness of such Borrower evidenced by the Collateral FMBs of such Borrower
exceed the Secured Obligations of such Borrower, neither the Collateral Agent
nor any Lender shall have any right under, or right to exercise any right
granted to the holders of such excess Collateral FMBs of such Borrower under,
the applicable First Mortgage Indenture.
SECTION 3.02. Distributions. (a) If any Event of Default shall have
occurred and be continuing with respect to CL&P or WMECO and if the
Administrative Agent shall have declared the Notes of such Borrower, all
interest thereon and all other amounts payable by such Borrower under the Loan
Documents to be immediately due and payable thereunder (or if such amounts have
otherwise automatically become immediately due and payable), all Collateral of
such Borrower held by the Collateral Agent and all cash proceeds received by
the Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral of such Borrower may, in the
discretion of the Collateral Agent, be distributed in whole or in part to the
Administrative Agent for the payment of principal, interest and the Facility
Fee to the respective Lenders to whom the same are payable for the account of
their respective Applicable Lending Offices, in each case to be applied in
accordance with the terms of the Credit Agreement, unless otherwise directed by
the Lenders.
(b) In the event that funds to be distributed by the Collateral Agent
shall be insufficient to pay in full the Secured Obligations of CL&P or WMECO,
as the case may be, such Borrower shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral and the
aggregate amount of Secured Obligations owed by such Borrower to the Lenders.
SECTION 3.03. Marshalling. The Collateral Agent shall not be required to
xxxxxxxx any present or future security for the Secured Obligations or to
resort to any security of any Borrower in any particular order; and all of the
Collateral Agent's rights hereunder and in respect of such security shall be
cumulative and in addition to all other rights, however existing or arising.
ARTICLE IV
AGENCY
SECTION 4.01. Appointment and Duties of Collateral Agent. (a) The
Lenders hereby designate and appoint Citibank to act as the Collateral Agent
hereunder and under the other Loan Documents, and each of the Lenders hereby
authorizes Citibank as such Collateral Agent, to take such actions on its
behalf hereunder and under the provisions of the other Loan Documents and to
exercise such powers and perform such duties expressly delegated to the
Collateral Agent hereunder and under the other Loan Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in the Loan Documents, the Collateral Agent
shall not have any duties or responsibilities, except those expressly set forth
herein and in the other Loan Documents, or any fiduciary relationship with any
Lender, and no implied covenants, functions or responsibilities shall be read
into the Loan Documents or otherwise exist against the Collateral Agent. The
Collateral Agent shall not be liable for any action taken or omitted to be
taken by it hereunder or under any Loan Document, or in connection herewith or
therewith, or in connection with the Collateral, unless caused by its gross
negligence or willful misconduct.
(b) The Collateral Agent will give notice to the Lenders of any action
taken by it under any Loan Document; such notice shall be given promptly after
the taking of any such action.
(c) Notwithstanding anything to the contrary in this Agreement or any of
the other Loan Documents and in any event subject to the provisions of
Section 5.01 hereof, the Collateral Agent, in its own capacity and in its
capacity as a "holder" of the Collateral FMBs under the First Mortgage
Indentures, shall not be required to exercise any rights or remedies under any
of the Loan Documents or give any consent under any of the Loan Documents or
enter into any agreement amending, modifying, supplementing or waiving any
provision of any Loan Document unless it shall have been directed to do so by
the Majority Lenders.
(d) Except for the safe custody of the Collateral FMBs and for the
accounting for moneys actually received by it hereunder, the Collateral Agent
shall have no duty as to any Collateral, as to ascertaining or taking of any
action to be taken by a "holder" of the Collateral FMBs under the First
Mortgage Indentures or other matters relative to the Collateral, whether or not
the Collateral Agent or any Lender has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Collateral. The Collateral
Agent shall be deemed to have exercised reasonable care in the custody and
presentation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which the Collateral Agent accords its
own property.
(e) CL&P and WMECO shall each promptly forward to the Collateral Agent
copies of all notices, certificates and other documents required to be
delivered by it to the Trustee pursuant to the terms of the First Mortgage
Indentures. The only obligation which the Collateral Agent shall have
hereunder with respect to such notices, certificates and other documents shall
be to promptly forward to the Lenders copies of any such notices, certificates
or documents.
SECTION 4.02. Rights of Collateral Agent. (a) The Collateral Agent may
execute and effect any of its duties under the Security Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.
(b) Neither the Collateral Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action taken or omitted to be taken in good faith by it or such Person under or
in connection with any Security Document (except for its or such Person's own
gross negligence or willful misconduct), or (ii) responsible in any manner to
any of the Lenders for any recitals, statements, representations or warranties
made by any Borrower or any officer thereof contained in any Loan Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Collateral Agent under or in connection with any
Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Loan Document, or for any failure of any
Borrower to perform its obligations thereunder. The Collateral Agent shall not
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of any Loan Document or to inspect the properties, books or records of any
Borrower.
(c) The Collateral Agent shall be entitled to rely, and shall be fully
protected in relying upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrowers), independent
accountants and other experts selected by the Collateral Agent. The Collateral
Agent shall be fully justified in failing or refusing to take any action
hereunder or under any other Loan Document (i) if such action would, in the
opinion of the Collateral Agent, be contrary to law or the terms of this
Agreement or the other Loan Documents, (ii) if it shall not receive any such
advice or concurrence of the Administrative Agent or the Majority Lenders as it
deems appropriate, or (iii) if it shall not first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any Loan Document in accordance with a request of
either the Administrative Agent or the Majority Lenders, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders.
(d) If, with respect to a proposed action to be taken by it, the
Collateral Agent shall determine in good faith that the provisions of this
Agreement relating to the functions or responsibilities or discretionary powers
of the Collateral Agent are or may be ambiguous or inconsistent, the Collateral
Agent shall notify the Lenders, identifying the proposed action and the
provisions that it considers are or may be ambiguous or inconsistent, and may
decline either to perform such function or responsibility or to exercise such
discretionary power unless it has received the written confirmation of the
Majority Lenders that the Majority Lenders concur in the circumstances that the
action proposed to be taken by the Collateral Agent is consistent with the
terms of this Agreement or is otherwise appropriate. Subject to the provisions
of Sections 3.01(b) and 5.01 hereof, the Collateral Agent shall be fully
protected in acting or refraining from acting upon the confirmation of the
Majority Lenders in this respect, and such confirmation shall be binding upon
the Collateral Agent and the other Lenders.
(e) No provision of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 4.03. Lack of Reliance on the Collateral Agent. Each Lender
acknowledges that it has, independently and without reliance upon the
Collateral Agent or any other Lender and based on the Information Memorandum
and other financial information referred to in Sections 6.01(f) and (g) and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into the Credit Agreement and the other
Loan Documents. Each Lender hereby acknowledges that it has received a copy of
each of the Security Documents. Each Lender also acknowledges that it will,
independently and without reliance upon the Collateral Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Collateral Agent
hereunder, the Collateral Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the
business, operations, property, financial and other condition or
creditworthiness of the Borrowers which may come into the possession of the
Collateral Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.
SECTION 4.04. Indemnification. The Lenders agree to indemnify the
Collateral Agent (to the extent not reimbursed by the Borrowers), ratably
according to the respective principal amounts of the Notes then held by each of
them (or if no Notes are at the time outstanding, ratably according to the
respective Commitments of the Lenders; if any Notes or Commitments are held by
any Borrower or Affiliates thereof, any ratable apportionment hereunder shall
exclude the principal amount of the Notes held by such Borrower(s) or
Affiliates or their respective Commitments (if any) hereunder), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Collateral Agent in its capacity as such in any way relating to or arising out
of this Agreement or any action taken or omitted by the Collateral Agent in its
capacity as such under this Agreement, provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Collateral Agent's gross negligence or willful misconduct. Without limitation
of the foregoing, each Lender agrees to reimburse the Collateral Agent promptly
upon demand for such Lender's ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Collateral Agent in connection with
the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, the Loan
Documents to the extent that the Collateral Agent is entitled to reimbursement
for such expenses pursuant to Section 10.04 but is not reimbursed for such
expenses by the Borrowers.
SECTION 4.05. The Collateral Agent in its Individual Capacity. With
respect to its Commitment and the Note issued to it, Citibank shall have the
same rights and powers under the Loan Documents as any other Lender and may
exercise the same as though it were not the Collateral Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, any Borrower, any of their respective
subsidiaries and any Person who may do business with or own securities of any
Borrower or any such subsidiary, all as if Citibank were not the Collateral
Agent and without any duty to account therefor to the Lenders.
SECTION 4.06. Resignation or Removal of the Collateral Agent. The
Collateral Agent may resign at any time by giving written notice thereof to the
Lenders and the Borrowers, with any such resignation to become effective only
upon the appointment of a successor Collateral Agent pursuant to this Section
4.06. Upon any such resignation, the Majority Lenders shall have the right to
appoint a successor Collateral Agent, which shall be a Lender or another
commercial bank or trust company reasonably acceptable to the Borrowers
organized or licensed under the laws of the United States, or of any State
thereof. If no successor Collateral Agent shall have been so appointed by the
Majority Lenders, and shall have accepted such appointment, within 30 days
after the retiring Collateral Agent's giving of notice of resignation, then the
retiring Collateral Agent may, on behalf of the Lenders, appoint a successor
Collateral Agent, which shall be a Lender or shall be another commercial bank
or trust company organized or licensed under the laws of the United States or
of any State thereof reasonably acceptable to the Borrowers. In addition to
the foregoing right of the Collateral Agent to resign, the Majority Lenders may
remove the Collateral Agent at any time, with or without cause, concurrently
with the appointment by the Majority Lenders of a successor Collateral Agent.
Upon the acceptance of any appointment as Collateral Agent hereunder by a
successor Collateral Agent and the execution and delivery by the Borrowers and
the successor Collateral Agent of an agreement relating to the fees (if any) to
be paid to the successor Collateral Agent in connection with its acting as
Collateral Agent hereunder, such successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Collateral Agent's resignation or removal hereunder as Collateral
Agent, the provisions of this Article IV shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Collateral Agent under
the Loan Documents. It is understood that in the event the Collateral Agent
shall resign, or be removed by the Majority Lenders, as provided in this
paragraph, the Collateral Agent shall resign, or be removed, as the case may
be, in its capacity as both "administrative agent" and "collateral agent" under
the Loan Documents and the successor Collateral Agent shall be the successor
Administrative Agent and the successor Collateral Agent under the Loan
Documents.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Amendments; Etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Borrower therefrom shall in
any event be effective unless the same shall be made in accordance with
Section 10.01 of the Credit Agreement.
SECTION 5.02. Addresses for Notices. All notices and other communications
provided for hereunder shall be made in accordance with Section 10.02 of the
Credit Agreement.
SECTION 5.03. Binding Effect. This Agreement and the obligations of the
parties hereto shall be binding upon their respective successors and assigns,
and shall, together with the rights and remedies of the parties hereto, inure
to the benefit of the parties hereto and their respective successors and
assigns.
SECTION 5.04. Transfers. Any Secured Party may at any time assign,
transfer, grant or sell participations in its rights and interests under the
Security Documents, subject, however, to the restrictions, if any, imposed on
the assignment, transfer, grant or sale of participations set forth in Section
10.07 of the Credit Agreement, whereupon any such transferee shall be deemed to
be a holder of a Secured Obligation, in each instance for all purposes of this
Agreement and entitled to all rights and benefits hereunder to the extent of
the interest so transferred.
SECTION 5.05. Termination. Upon the later of payment in full in cash of
the Secured Obligations or the Termination Date, this Agreement shall
terminate.
SECTION 5.06. Governing Law; Terms. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York except to
the extent that the validity or perfection of any security interest, or
remedies hereunder or under the other Loan Documents, in respect of any
particular Collateral are governed by the laws of a jurisdiction other than the
State of New York.
SECTION 5.07. Execution in Counterparts. This 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 taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
NORTHEAST UTILITIES
By:/s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Assistant Treasurer
THE CONNECTICUT LIGHT AND
POWER COMPANY
By: /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Assistant Treasurer
WESTERN MASSACHUSETTS
ELECTRIC COMPANY
By: /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Assistant Treasurer
CITIBANK, N.A.,
as Administrative Agent, Collateral Agent and
Lender
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Attorney in Fact
TORONTO DOMINION
(NEW YORK), INC.,
as Co-Agent and Lender
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Director
FLEET NATIONAL BANK,
as Co-Agent and Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Sr. Vice President
CIBC INC.,
as Co-Agent and Lender
By: /s/ Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Co-Agent and Lender
By: /s/ Xxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxx X. Xxxxxx
Title: Corporate Banking Officer
BANKBOSTON, N.A.
(formerly known as THE FIRST NATIONAL BANK OF BOSTON),
as Lender
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Director
BARCLAYS BANK PLC,
as Lender
By: /s/ Sydney X. Xxxxxx
Name: Sydney X. Xxxxxx
Title: Director
MELLON BANK, N.A.,
as Lender
By:/s/ X. X. Xxxxxxxxx
Name: X. X. Xxxxxxxxx
Title: First Vice President
UNION BANK OF SWITZERLAND, NEW YORK
BRANCH,
as Lender
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
SWISS BANK CORPORATION,
NEW YORK BRANCH,
as Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
Credit Risk Management
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Director
Banking Finance Support, N.A.
THE YASUDA TRUST AND BANKING CO., LTD.,
NEW YORK BRANCH,
as Lender
By: /s/ Xxxx Xxxxxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxxxxx
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to Collateral Agency Agreement
