Exhibit 99.1
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS
UNDERWRITING AGREEMENT
April 4, 2005
The Connecticut Light and Power Company
107 Selden Street
Berlin, Connecticut 06037
1. Purchase and Sale. On the basis of the representations and
warranties, and subject to the terms and conditions set forth in this
agreement (this "AGREEMENT"), the Underwriters (defined below) shall
purchase from The Connecticut Light and Power Company (the
"COMPANY"), severally and not jointly, and the Company shall sell
to the Underwriters, the principal amount of the Company's 5.000%
First and Refunding Mortgage Bonds, 2005 Series A, Due 2015 (the
"Series A Bonds") and the Company's 5.625% First and Refunding
Mortgage Bonds, 2005 Series B, Due 2035 (the "Series B Bonds"),
set forth opposite the name of the Underwriters in Schedule I
hereto at the price specified in Schedule II hereto (the
aggregate principal amount of the bonds described in Schedule II
hereto are hereinafter referred to as the "BONDS").
2. Underwriters. The term "UNDERWRITERS", as used herein,
shall be deemed to mean Barclays Capital Inc. and Citigroup Global
Markets Inc. (together, the "Representatives") and the other several
persons, firms or corporations named in Schedule I hereto (including
all substituted Underwriters under the provisions of Section 10
hereof). All obligations of the Underwriters hereunder are several
and not joint.
3. Representations and Warranties. The Company represents and
warrants to and agrees with the Underwriters that:
(a) The Company meets the requirements for the use of Form
S-3 under the Securities Act of 1933, as amended (the "SECURITIES
ACT") and has filed with the Securities and Exchange Commission
(the "COMMISSION") a registration statement (Registration Statement
No. 333-118276), including a prospectus, relating to $880,000,000
principal amount of first and refunding mortgage bonds, including
the Bonds, and has filed with, or transmitted for filing to, or shall
promptly hereafter file with or transmit for filing to, the Commission
a prospectus supplement (the "PROSPECTUS SUPPLEMENT") specifically
relating to the Bonds pursuant to Rule 424 under the Securities Act.
The term "REGISTRATION STATEMENT" means the registration statement,
including the exhibits thereto, as amended to the date of this
Agreement. The term "BASE PROSPECTUS" means the prospectus
included in the Registration Statement. The term "PROSPECTUS"
means the Base Prospectus together with the Prospectus
Supplement. The term "PRELIMINARY PROSPECTUS" means the
preliminary prospectus supplement, dated April 4, 2005, relating
to the Bonds, together with the Base Prospectus. As used
herein, the terms "Base Prospectus," "Prospectus"
and "preliminary prospectus" shall include in each case the
documents, if any, incorporated by reference therein. The terms
"SUPPLEMENT," "AMENDMENT" and "AMEND" as used herein shall include
all documents deemed to be incorporated by reference in the
Prospectus that are filed subsequent to the date of the Prospectus
by the Company with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT").
(b) The Registration Statement has become effective;
no stop order suspending the effectiveness of the Registration Statement
is in effect, no order directed to the adequacy of any document
incorporated by reference in the Prospectus has been issued by the
Commission and no proceedings for either such purpose are pending
before or threatened by the Commission.
(c) (i) Each document filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the
preliminary prospectus or Prospectus complied or will comply when
so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder,
(ii) each part of the Registration Statement, when such part became
effective, did not contain, and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, (iii) the Registration Statement and the Prospectus
comply, and, as amended or supplemented, if applicable, will comply,
in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (iv) the
preliminary prospectus as of its date did not, and the Prospectus
does not, contain, and, as amended or supplemented, if applicable,
will not contain, any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set
forth in this paragraph do not apply (A) to that part of the
Registration Statement that constitutes the Statement of Eligibility
and Qualification on Form T-1 (the "FORM T-1") under the Trust
Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"),
of Deutsche Bank Trust Company Americas or (B) statements or
omissions made in reliance upon and in conformity with information
furnished in writing by or on behalf of any Underwriter expressly
for use in connection with the preparation of the Registration
Statement, preliminary prospectus or Prospectus.
(d) The Company has been duly formed, is validly
existing as a Connecticut corporation in good standing under the
laws of Connecticut, has the power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company. The Company possesses
such material certificates, authorizations, franchises or permits issued
by the appropriate state or federal regulatory authorities or bodies as
are necessary to conduct its business as currently conducted.
(e) The Company has no "significant subsidiaries"
(as such term is defined in Regulation S-X under the Exchange Act)
other than CL&P Receivables Corp. and CL&P Funding LLC. CL&P
Receivables Corp. and CL&P Funding LLC each possess such material
certificates, authorizations, franchises or permits issued by the
appropriate state or federal regulatory authorities or bodies as are
necessary to conduct its business as currently conducted.
(f) This Agreement has been duly authorized,
executed and delivered by the Company.
(g) The Indenture of Mortgage and Deed of Trust
dated as of May 1, 1921, as amended, between the Company and Deutsche
Bank Trust Company Americas, as successor trustee (the "Trustee"),
as supplemented and previously amended by various supplemental
indentures and as to be supplemented by the Supplemental Indenture,
to be dated as of April 1, 2005, establishing the terms of the
Series A Bonds and the Series B Bonds (the "INDENTURE") has been
duly qualified under the Trust Indenture Act and has been duly
authorized, executed and delivered by the Company and is a valid
and binding agreement of the Company, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and general
principles of equity and except as may be limited by the laws of
Connecticut, where the property covered by the Indenture is located,
affecting the lien of the Indenture on after-acquired real property
and affecting the remedies for the enforcement of the security provided
for therein, which laws do not make inadequate the remedies necessary
for the realization of the benefits of such security.
(h) The Bonds have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of this Agreement, will be entitled to the benefits and
security
of the Indenture, equally and ratably with the first and refunding mortgage
bonds of other series presently secured by the Indenture, and will be
valid and binding obligations of the Company, in each case enforceable
in accordance with their respective terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity.
(i) The execution and delivery by the Company of, and
the performance by the Company of its obligations under, this Agreement,
the Indenture and the Bonds will not contravene any provision of
applicable law or the Certificate of Incorporation or By-laws of the
Company or any agreement or other instrument binding upon the Company
that is material to the Company, or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the
Company, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for
the performance by the Company of its obligations under this
Agreement, the Indenture or the Bonds, except for (i) the order
of the Department of Public Utility Control of the State of
Connecticut, dated January 26, 2005, (the "DPUC Order") and (ii) the
post-closing filing on Form U-6B-2 required to be made with the
Commission pursuant to the Public Utility Holding Company Act
of 1935 (the "1935 Act Filing") such as have been obtained
under the Securities Act and such as may be required by the
securities or Blue Sky laws of the various states in connection
with the offer and sale of the Bonds. The DPUC Order is in
full force and effect and is sufficient to authorize the
Company to issue the Bonds and to perform its obligations
under the Bonds, the Indenture, and this Agreement and is final
and not subject to rehearing or appeal. The 1935 Act Filing,
when made, will comply with the applicable rules and regulations
of the Commission.
(j) There has not occurred any material adverse
change, or any development involving a prospective material adverse
change, in the condition, financial or otherwise, or in the earnings,
business or operations of the Company, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).
(k) There are no legal or governmental
proceedings pending or threatened to which the Company is a
party or to which any of the properties of the Company is subject
that are required to be described in the Registration Statement
or the Prospectus and are not so described or any statutes,
regulations, contracts or other documents that are required
to be described in the Registration Statement or the
Prospectus or to be filed or incorporated by reference
as exhibits to the Registration Statement that are not
described, filed or incorporated as required.
(l) Each preliminary prospectus filed
as part of the registration statement as originally filed or
as part of any amendment thereto, or filed pursuant to Rule
424 under the Securities Act, complied when so filed in all
material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder.
(m) The Company is not and, after giving effect
to the offering and sale of the Bonds and the application of the
proceeds thereof as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment
Company Act of 1940, as amended.
(n) Except as disclosed in the Prospectus
(exclusive of any amendments or supplements thereto subsequent
to the date of this Agreement), there are no costs or liabilities
associated with any and all applicable foreign, federal, state
and local laws and regulations relating to the protection of human
health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS")
(including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential
liabilities to third parties) which would, singly or in the aggregate,
have a material adverse effect on the Company.
(o) The Company maintains systems of internal
accounting controls and processes sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting
principles; and (iii) assets are safeguarded from loss or
unauthorized use. The Company evaluated the design and
operation of their disclosure controls and procedures to
determine whether they are effective in ensuring that the
disclosure of required information is timely made in accordance
with the Exchange Act and the rules and forms of the Commission.
These evaluations were made under the supervision and with the
participation of management, including the principal executive
officer and principal financial officer of the Company, within
the 90-day period prior to the filing of the most recent Quarterly
Report on Form 10-Q. The principal executive officer and principal
financial officer have concluded, based on their review, that the
disclosure controls and procedures, as defined by Exchange Act
Rules 13a-15(e) and 15(d)-14(c), are effective to ensure that
information required to be disclosed by the Company in reports
that it files under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in
Commission rules and forms. No significant changes were made
to the Company's internal controls or other factors that could
significantly affect these controls subsequent to the date of
their evaluation.
(p) The financial statements and the related
notes thereto incorporated by reference in the
Registration Statement and the Prospectus comply in all
material respects with the applicable requirements of the
Securities Act and the Exchange Act, as applicable,
and present fairly the financial position of the Company and its
subsidiaries as of the dates indicated and the results of their
operations and the changes in their cash flows for the periods
specified; such financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent
basis throughout the periods covered thereby, and the supporting
schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein;
and the other financial information included or incorporated by
reference in the Registration Statement and the Prospectus has been
derived from the accounting records of the Company and its subsidiaries
and presents fairly the information shown thereby.
(q) Deloitte and Touche LLP, who have certified
certain financial statements of the Company and its subsidiaries, are
independent public accountants with respect to the Company and its
subsidiaries as required by the Securities Act.
(r) The Indenture constitutes a direct and valid first
mortgage lien, subject only to liens permitted by the Indenture,
including liens and encumbrances existing at the time of acquisition by
the Company, upon the interests of the Company in the properties and
franchises now owned by the Company and located in Connecticut and under
existing law will, subject only to such permitted liens
("Permitted Exceptions") and subject to the provisions of the Federal
Bankruptcy Code, constitute a similar lien at the time of acquisition
on all properties and assets of the Company acquired after the date of
this Agreement located within the State of Connecticut and required
by the Indenture to be subjected to the lien thereof, other than
properties and assets of the character excluded, excepted or released
from the lien thereof; and the Indenture, and/or an appropriate
certificate or financing statement with respect thereto, has been or
will be duly recorded or filed for recordation in all places within
the State of Connecticut, in which such recording is required to
protect and preserve the lien of the Indenture on the properties
and assets located in Connecticut, which are presently subject
thereto, and all Connecticut, taxes and fees required to be paid
with respect to the execution and recording of the Indenture
and the issuance of the Bonds have been paid.
(s) The major electric transmission lines and
distribution facilities owned by the Company are in the main on land
owned in fee by the Company or over which the Company has adequate
easements. The Company has title good and sufficient for the purposes
for which such properties or easements are held by the Company, subject
only to Permitted Exceptions, to minor defects in title that are curable
by the exercise of the Company's right of eminent domain and to additional
liens of record, in the aggregate not material to the financial condition of
the Company, which liens are capable of being satisfied if necessary
by the payment of money.
(t) The manner in which the Mortgaged Property and the
Trust Estate (each as defined below) and the Company's properties and assets
are described in the granting clauses of the Indenture is adequate for the
purpose of subjecting the same to the lien of the Indenture.
Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in
connection with the offering of the Bonds shall be deemed a
representation and warranty by the Company, as to matters covered
thereby, to each Underwriter.
4. Terms of Public Offering. The Company is advised by the
Underwriters that they propose to make a public offering of the Bonds
as soon after this Agreement has been entered into as in the judgment
of the Representatives is advisable. The terms of the public offering
of the Bonds are set forth in the Prospectus.
5. Payment and Delivery. Except as otherwise provided in this
Section 5, payment for the Bonds shall be made to the Company in
Federal or other funds immediately available at the time (the "CLOSING
DATE") and place set forth in Schedule II hereto, upon delivery to the
Representatives of the Bonds, in fully registered global form registered
in the name of Cede & Co., for the respective accounts of the severa
l Underwriters of the Bonds registered in such names and in such
denominations as the Representatives shall request in writing not
less than the business day immediately preceding the date of delivery,
with any transfer taxes payable in connection with the transfer of
the Bonds to the Underwriters duly paid. Delivery of the Bonds shall
be made through the facilities of The Depository Trust Company unless
the Representatives shall otherwise instruct.
6. Conditions to the Underwriters' Obligations. The
obligations of the Underwriters are subject to the following
conditions:
(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date:
(i) there shall not have occurred any
downgrading or withdrawal, nor shall any notice have been given
of any intended or potential downgrading or withdrawal or of any
review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule
436(g)(2) under the Securities Act;
(i) there shall not have occurred any
downgrading or withdrawal, nor shall any notice have been given of any
intended or potential downgrading or withdrawal or of any review for
a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule
436(g)(2) under the Securities Act;
(ii) no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or, to
the Company's knowledge, threatened; and
(iii) there shall not have occurred any
change, or any development involving a prospective change,
in the condition, financial or otherwise, or in the earnings,
business or operations of the Company, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in the judgment
of the Representatives, is material and adverse and that makes it,
in the judgment of the Representatives, impracticable or inadvisable
to proceed with the offer, sale or delivery of the Bonds on the
terms and in the manner contemplated in the Prospectus.
(b) The Underwriters shall have received on the
Closing Date a certificate, dated the Closing Date and signed
by an executive officer of the Company, to the effect set
forth in Section 6(a) above and to the effect that the representations
and warranties of the Company contained in this Agreement are true
and correct as of the Closing Date and that the Company has complied
with all of the agreements and satisfied all of the conditions on its
part to be performed or satisfied hereunder on or before the Closing
Date. The officer signing and delivering such certificate may rely
upon the best of his or her knowledge as to proceedings threatened.
(c) At the Closing Date, the Bonds shall be rated
at least A- by S&P, A3 by Moody's and A- by Fitch, and the Company
shall have delivered to the Underwriters a letter, dated the
Closing Date, from each such rating agency, or other evidence reasonably
satisfactory to the Underwriters, confirming that the Bonds have been
assigned such
ratings;
(d) The Underwriters shall have received on the
Closing Date a legal opinion or legal opinions from Jeffrey C. Miller,
Esq., Assistant General Counsel of Northeast Utilities Service Company,
counsel to the Company, or other counsel reasonably acceptable to the
Underwriters, dated the Closing Date, to the effect that:
(i) the Company has been duly formed, is
validly existing as a Connecticut corporation in good standing under
the laws of Connecticut, has the power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company; the Company possesses
such material certificates, authorizations, franchises or permits
issued by the appropriate state or federal regulatory authorities
or bodies as are necessary to conduct its business as currently
conducted;
(ii) this Agreement has been duly authorized,
executed and delivered by the Company;
(iii) the Indenture has been duly qualified
under the Trust Indenture Act and has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of
the Company, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and general principles of equity and
except as may be limited by the laws of Connecticut, where the
property covered by the Indenture is located, affecting the lien
of the Indenture on after-acquired real property and affecting
the remedies for the enforcement of the security provided for
therein, which laws do not make inadequate the remedies necessary
for the realization of the benefits of such security;
(iv) the Bonds have been duly authorized and,
when executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters
in accordance with the terms of this Agreement, will be entitled
to the benefits and security of the Indenture, equally and
ratably with the first and refunding mortgage bonds of other
series presently secured by the Indenture, and will be valid and
binding obligations of the Company, in each case enforceable in
accordance with their respective terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity;
(v) (A) the execution and delivery by the
Company of, and the performance by the Company of its obligations under,
this Agreement, the Indenture and the Bonds will not contravene any
provision of applicable law or the Certificate of Incorporation
or By-laws of the Company or, to the best of such counsel's knowledge,
any agreement or other instrument binding upon the Company that is
material to the Company, or, to the best of such counsel's knowledge,
any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company, and (B) no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, the Indenture and
the Bonds, except for the DPUC Order, such as have been obtained
under the Securities Act and such as may be required by the securities
or Blue Sky laws of the various states in connection with the offer
and sale of the Bonds. The DPUC Order is in full force and effect
and is sufficient to authorize the Company to issue the Bonds and
to perform its obligations under the Bonds, the Indenture, and this
Agreement and is final and not subject to rehearing or appeal;
(vi) the statements (A) in the Prospectus under
the captions "Description of the Bonds", "Underwriting" and "Description
of the New Bonds," (B) in the Registration Statement under Item 15,
(C) in "Item 3 - Legal Proceedings" of the Company's most recent annual
report on Form 10-K incorporated by reference in the Prospectus and
(D) in "Item 1 - Legal Proceedings" of Part II of the Company's
quarterly reports on Form 10-Q, if any, filed since such annual
report, in each case insofar as such statements constitute
summaries of the legal matters, documents or proceedings referred
to therein, fairly present the information called for with respect
to such legal matters, documents and proceedings as of the dates
of such reports and fairly summarize the matters referred to therein
as of the dates of such reports;
(vii) after due inquiry, such counsel does not
know of any legal or governmental proceedings pending or threatened
to which the Company is a party or to which any of the properties
of the Company is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described
or of any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement
or the Prospectus or to be filed or incorporated by reference as
exhibits to the Registration Statement that are not described,
filed or incorporated as required;
(viii) the Company is not and, after giving
effect to the offering and sale of the Bonds and the application
of the proceeds thereof as described in the Prospectus, will not
be an "investment company" as such term is defined in the Investment
Company Act of 1940, as amended;
(ix) except as disclosed in the Prospectus, the
Company (A) is in compliance with any and all applicable Environmental
Laws, (B) has received all permits, licenses or other approvals
required of it under applicable Environmental Laws to conduct its
business and (C) is in compliance with all terms and conditions
of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals would
not, singly or in the aggregate, have a material adverse effect
on the Company;
(x) the Registration Statement has become
effective; no stop order suspending the effectiveness of the
Registration Statement is in effect, no order directed to the
adequacy of any document incorporated by reference in the Prospectus
has been issued by the Commission and no proceedings for either such
purpose are pending before or threatened by the Commission;
(xi) such counsel (A) is of the opinion that each
document, if any, filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus and any amendment to the
Prospectus (except for financial statements, schedules and other
financial or statistical data contained or incorporated by reference
in the Registration Statement or Prospectus or any amendment to the
Prospectus, as to which such counsel need not express any opinion)
complied when so filed as to form in all material respects with the
Exchange Act and the applicable rules and regulations of the
Commission thereunder, (B) has no reason to believe that (except
for financial statements, schedules and other financial or statistical
data contained or incorporated by reference in the Registration
Statement or Prospectus or any amendment or supplement to the
Prospectus, as to which such counsel need not express any belief
and except for that part of the Registration Statement that
constitutes the Form T-1 heretofore referred to) each part of
the Registration Statement, when such part became effective,
contained and, as of the date such opinion is delivered,
contains any untrue statement of a material fact or omitted
or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading,
(C) is of the opinion that the Registration Statement and
Prospectus as they may be amended or supplemented (except for
financial statements, schedules and other financial or statistical
data contained or incorporated by
reference in the Registration Statement or Prospectus or any
amendment or supplement to the Prospectus, as to which such
counsel need not express any opinion) comply as to form in all
material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (D) has no
reason to believe that (except for financial statements, schedules
and other financial or statistical data contained or incorporated
by reference in the Registration Statement or Prospectus or any
amendment or supplement to the Prospectus, as to which such counsel
need not express any belief) the Prospectus as it may be amended or
supplemented, as of its date and as of the date such opinion is
delivered contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading;
(xii) the property specifically described
as the mortgaged property (the "MORTGAGED PROPERTY") and as the
trust estate (the "TRUST ESTATE") in the Indenture located in
Connecticut constitutes all of the utility franchises held by the
Company and all of the Company's principal properties and
substantially all of the property used by the Company in its
business other than the exceptions explicitly stated in the
Indenture;
(xiii) The Indenture constitutes a direct
and valid first mortgage lien, subject only to liens permitted by the
Indenture, including liens and encumbrances existing at the time
of acquisition by the Company upon the interests of the Company
in the properties and franchises now owned by the Company and
located in Connecticut and under existing law will, subject only
to such Permitted Exceptions and subject to the provisions of the
Federal Bankruptcy Code, constitute a similar lien at the time of
acquisition on all properties and assets of the Company acquired
after the date of such opinion located within the State of
Connecticut and required by the Indenture to be subjected to the
lien thereof, other than properties and assets of the character
excluded, excepted or released from the lien thereof; and the
Indenture, and/or an appropriate certificate or financing
statement with respect thereto, has been or will be duly recorded
or filed for recordation in all places within the State of
Connecticut, in which such recording is required to protect and
preserve the lien of the Indenture on the properties and assets
located in Connecticut, which are presently subject thereto, and
all Connecticut, taxes and fees required to be paid with respect
to the execution and recording of the Indenture and the issuance
of the Bonds have been paid;
(xiv) The major electric transmission lines
and distribution facilities owned by the Company are in the main on
land owned in fee by the Company or over which the Company has
adequate easements. The Company has title good and sufficient
for the purposes for which such properties or easements are held
by the Company, subject only to Permitted Exceptions, to minor
defects in title that are curable by the exercise of the
Company's right of eminent domain and to additional liens of
record, in the aggregate not material to the financial condition
of the Company, which liens are capable of being satisfied if
necessary by the payment of money;
(xv) The manner in which the Mortgaged
Property and the Trust Estate and the Company's properties and
assets are described in the granting clauses of the Indenture
is adequate for the purpose of subjecting the same to the lien
of the Indenture;
(xvi) After inquiry with the Northeast
Utilities Service Company attorneys responsible for real property
matters related to the Company, Mr. Miller has no actual knowledge
that there are any claims currently pending against the Company before
any court or regulatory authority contesting the Company's title to
any land or easements on which electric transmission lines and
distribution facilities formerly owned by HELCO, and subsequent
additions thereto, are located which if adversely determined would be
material to the operations of the Company. Such attorneys have
advised Mr. Miller that the Indian claims matters referred to in
the opinion of Day, Berry & Howard LLP may affect certain of the
properties of the Company formerly owned by HELCO.
In rendering the opinion set forth in Section 6(d)
(xiv) above, counsel may note that the lien of the Indenture
could be subject or subordinated to Connecticut General Statutes
Section 22a-452a, as amended, providing for a lien on behalf of
the State of Connecticut for expenses incurred in containing,
removing or mitigating hazardous waste.
Insofar as Mr. Miller's opinion relates to matters
governed by the law of the State of Connecticut, he may rely on
the opinion of even date therewith of Day, Berry & Howard LLP,
counsel for the Company as addressed to him. The foregoing
opinion shall be addressed to or shall allow the Underwriters
to rely on such opinion as if they were an addressee thereto.
(e) The Underwriters shall have received from Pillsbury
Winthrop LLP, special counsel for the Underwriters, an opinion
dated the Closing Date and addressed to the Underwriters, with
respect to the issuance and sale of the Bonds, the Indenture,
the Registration Statement, the Prospectus (together with any
supplement thereto) and other related matters as the
Representatives may reasonably require, and the Company shall
have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.
Such counsel shall also state that it has no reason to
believe that (except for financial statements, schedules and other
financial or statistical data contained or incorporated by reference
in the Registration Statement or Prospectus, as to which such counsel
need not express any belief) the Prospectus as of the date such opinion
is delivered contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements
therein,
in the light of the circumstances under which they were made, not
misleading. Such counsel (and counsel to the Company with respect
to Section 6(d)(xi)(D) above) may state that its belief is based upon
their participation in the preparation of the Registration Statement
and Prospectus and any amendments or supplements thereto and documents
incorporated therein by reference and review and discussion of the
contents thereof, but are without independent check or verification,
except as specified.
The opinion(s) of Counsel described in Section 6(d)
above shall be rendered to the Underwriters at the request of the
Company and shall so state therein.
(f) The Underwriters shall have received on the date
hereof and on the Closing Date, letters, the first dated the date
hereof and the second dated the Closing Date, each in form and
substance satisfactory to the Underwriters, from Deloitte &
Touche LLP, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference
into the Prospectus.
If any of the conditions specified in this Section 6 shall not
have been fulfilled when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters,
this Agreement and all obligations of the Underwriters hereunder may
be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or facsimile confirmed in writing.
7. Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants
with each Underwriter as follows:
(a) To furnish the Representatives, without charge,
one (1) signed copy of the Registration Statement (including exhibits
thereto) and, for delivery to each other Underwriter, a conformed
copy of the Registration Statement (without exhibits thereto) and to
furnish the Representatives in New York City, without charge, prior
to 10:00 a.m. New York City time on the business day next succeeding
the date of this Agreement and during the period mentioned in Section
7(c) below, as many copies of the preliminary prospectus, Prospectus,
any documents incorporated by reference therein and any supplements
and amendments thereto or to the Registration Statement as the
Representatives may
reasonably request.
(b) Before amending or supplementing the Registration
Statement, preliminary prospectus or the Prospectus with respect to the
Bonds, to furnish to the Representatives a copy of each such proposed
amendment or supplement and not to file any such proposed amendment or
supplement to which the Representatives reasonably objects.
(c) If, during such period after the first date of the
public offering of the Bonds as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall
occur or condition exist as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare,
file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses the
Representatives will furnish to the Company) to which Bonds may
have been sold by the Representatives on behalf of the Underwriters
and to any other dealers upon request, either amendments or supplements
to the Prospectus so that the statements in the Prospectus as so amended
or supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law.
(d) To endeavor to qualify the Bonds for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the
Representatives shall reasonably request; provided, however, that the
Company shall not be required to qualify as a foreign corporation or to
file a consent to service of process or to file annual reports or to
comply with any other requirements deemed by the Company in its
reasonable judgment to be unduly burdensome.
(e) To make generally available to the Company's
security holders and to each of the Underwriters as soon as
practicable an earning statement covering a twelve month period
beginning on the first day of the first full fiscal quarter after
the date of this Agreement, which earning statement shall satisfy
the provisions of Section 11(a) of the Securities Act and the rules
and regulations of the Commission thereunder (including, but not
limited to, Rule 158 under the Securities Act). If such fiscal
quarter is the last fiscal quarter of the Company's fiscal year,
such earning statement shall be made available not later than
90 days after the close of the period covered thereby and in all
other cases shall be made available not later than 45 days after
the close of the period covered thereby.
(f) During the period beginning on the date of this
Agreement and continuing to and including the Closing Date, not to
offer, sell, contract to sell or otherwise dispose of, directly or
indirectly, any debt securities of the Company or warrants to
purchase debt securities of the Company substantially similar
to the Bonds (other than (i) the Bonds and (ii) commercial paper
issued in the ordinary course of business), without the prior written
consent of the Representatives.
(g) Whether or not the transactions contemplated
in this Agreement are consummated or this Agreement is terminated,
to pay or cause to be paid all expenses incident to the performance of
its obligations under this Agreement, including: (i) the fees,
disbursements and expenses of the Company's counsel and the Company's
accountants in connection with the registration and delivery of the
Bonds under the Securities Act and all other fees or expenses in
connection with the preparation and filing of the Registration
Statement, any preliminary prospectus, the Prospectus and amendments
and supplements to any of the foregoing, including all printing costs
associated therewith, and the mailing and delivering of copies thereof
to the Underwriters and dealers, in the quantities hereinabove
specified, (ii) all costs and expenses related to the transfer and
delivery of the Bonds to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the cost of printing or producing
any Blue Sky or legal investment memorandum in connection with the
offer and sale of the Bonds under state law and all expenses in
connection with the qualification of the Bonds for offer and sale
under state law as provided in Section 7(d) hereof, including
filing fees and the reasonable fees and disbursements of counsel
for the Underwriters not to exceed $10,000 in connection with
such qualification and in connection with the Blue Sky or legal
investment memorandum, (iv) the fees and disbursements of the
Company's accountants and the Trustee and its counsel, (v) all
filing fees and the reasonable fees and disbursements of counsel
to the Underwriters incurred in connection with any review and
qualification of the offering of the Bonds by the National
Association of Securities Dealers, Inc., (vi) any fees charged
by the rating agencies for the rating of the Bonds and (vii)
all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not
otherwise made in this Section. It is understood, however, that
except as provided in this Section, Section 8 entitled "Indemnity
and Contribution", and the clause (b) of Section 10 entitled
"Defaulting Underwriters" below, the Underwriters will pay all
of their costs and expenses, including fees and disbursements
of their counsel, and any advertising expenses connected with
any offers they may make.
(h) The Company will comply with all applicable
securities and other applicable laws, rules and regulations,
including, without limitation, the Sarbanes Oxley Act, and will
use its best efforts to cause the Company's directors and officers,
in their capacities as such, to comply with such laws, rules and
regulations, including, without limitation, the provisions of the
Sarbanes Oxley Act.
(i) The Company will not take, directly or indirectly,
any action designed to or that would constitute or that might reasonably
be expected to cause or result in, under the Exchange Act or otherwise,
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Bonds.
(j) If the supplemental indenture establishing the
terms of the Series A Bonds and the Series B Bonds (the
"SUPPLEMENTAL INDENTURE") is not recorded prior to the Closing Date,
then (1) within 10 days after the Closing Date, the Company shall
deliver the Supplemental Indenture in recordable form to the appropriate
real estate recording office in all jurisdictions specified in such
Supplemental Indenture for recording and deliver to the office of the
Secretary of State of the State of Connecticut a UCC-1 financing
statement relating to such Supplemental Indenture for filing in
such office and (2) within 25 days after the Closing Date, the
Company shall deliver to counsel to the Underwriters a certificate
signed by an officer of the Company certifying that the actions
required by the foregoing clause (1) have been taken. The Company
shall further provide counsel to the Underwriters, as soon as it is
available, a copy of the related opinions of counsel contemplated by
Section 6.10(b) of the Indenture. To the extent not covered in the
opinion described in the previous sentence, the Company shall also
provide counsel to the Underwriters, concurrently with the furnishing
of such opinion, a list of the recording information for all such filings
8. Indemnity and Contribution. (a) The Company agrees
to indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act from and against
any and all losses, claims, damages and liabilities when and as incurred
by them (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
any amendment thereof, any preliminary prospectus or the Prospectus (as
amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Underwriter furnished to
the Company in writing by such Underwriter through the Representatives
expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company, its directors, its officers
who sign the Registration Statement and each person, if any, who
controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent
as the foregoing indemnity from the Company to such Underwriter, but
only with reference to information relating to such Underwriter
furnished to the Company in writing by such Underwriter through the
Representatives expressly for use in the Registration Statement, any
preliminary prospectus, the Prospectus or any amendments or supplements
thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to either Section 8(a) or 8(b),
such person (the "INDEMNIFIED PARTY") shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY")
in writing (but the omission so to notify the indemnifying party under
this subsection shall not relieve it from any liability which it
otherwise might have to an indemnified party otherwise than under
this subsection) and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to
the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them or (iii) the indemnifying party has not retained
counsel within a reasonable period of time after the request by
the indemnified party to do so. It is understood that the
indemnifying party shall not, in respect of the legal expenses
of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to
any local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by the Representatives,
in the case of parties indemnified pursuant to Section 8(a) above,
and by the Company, in the case of parties indemnified pursuant
to Section 8(b) above. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such
proceeding.
(d) To the extent the indemnification provided for in
Section 8(a) or 8(b) is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Bonds or (ii) if the allocation
provided by clause 8(d)(i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 8(d)(i) above but also the relative
fault of each indemnifying party on the one hand and each indemnified
party on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the
other hand in connection with the offering of the Bonds shall be deemed
to be in the same respective proportions as the net proceeds from the
offering of such Bonds (before deducting expenses) received by the Company
and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover
of the Prospectus Supplement, bear to the aggregate public offering
price of the Bonds. The relative fault of each indemnifying party
on the one hand and each indemnified party on the other hand shall
be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to
this Section 8 are several in proportion to the respective principal
amounts of Bonds they have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section
8 were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable
considerations referred to in Section 8(d). The amount paid or
payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions
of this Section 8, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which
the Bonds underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The remedies provided for in this
Section 8 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or
in equity.
(f) The indemnity and contribution provisions contained in
this Section 8 and the representations, warranties and other
statements of the Company contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter or the Company,
its officers or directors or any person controlling the Company and
(iii) acceptance of and payment for any of the Bonds.
9. Termination. This Agreement shall be subject to
termination by notice given by the Representatives to the Company,
if (a) after the execution and delivery of this Agreement and on
or prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any
of the New York Stock Exchange, the American Stock Exchange, the
National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade or there shall have been established by any
of such exchanges or by the Commission or by any federal or state
agency or by the decision of any court, any general limitation on
prices for such trading or any general restrictions on the distribution
of securities, (ii) trading of any securities of the Company or
Northeast Utilities shall have been suspended on any exchange or
in any over-the-counter market, (iii) a general moratorium on commercial
banking activities in New York shall have been declared by either
Federal or New York State authorities, (iv) there shall have occurred
any (A) outbreak of hostilities affecting the United States, or (B)
other national or international calamity or crisis, or any material
adverse change in financial, political or economic conditions affecting
the United States, including, but not limited to, an escalation of
hostilities that existed prior to the date of this Agreement, or
(v) there shall have occurred any material disruption in commercial
banking securities settlement or clearance services and (b) in the
case of any of the events specified in clauses 9(a)(i) through 9(a)
(v), such event, singly or together with any other such event, makes it
impracticable or inadvisable, in the judgment of the Representatives,
to proceed with the offer, sale or delivery of the Bonds on the terms
and in the manner contemplated in the Prospectus.
10. Defaulting Underwriters.(a) If, on the Closing Date,
any one or more of the Underwriters shall fail or refuse to purchase
the Bonds set forth opposite the name of such Underwriter or
Underwriters in Schedule I hereto that it has or they have
agreed to purchase hereunder on such date, and the aggregate
amount of such Bonds which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth
of the aggregate amount of the Bonds of such Underwriter or Underwriters
to be purchased on such date, the other Underwriters shall be obligated
severally in the proportions that the amount of such Bonds set forth
opposite their respective names in Schedule I hereto bears to the
aggregate amount of such Bonds set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions
as the Representatives may specify, to purchase the Bonds which
such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided that in no event shall
the amount of the Bonds that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section
10 by an amount in excess of one-ninth of such amount of such
Bonds without the written consent of such Underwriter. If, on the
Closing Date, any Underwriter or Underwriters shall fail or refuse
to purchase such Bonds and the aggregate amount of such Bonds with
respect to which such default occurs is more than one-tenth of the
aggregate amount of such Bonds to be purchased on such date, and
arrangements satisfactory to the Representatives and the Company
for the purchase of such Bonds are not made within 36 hours after
such default, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter or the Company. In any
such case either the Representatives or the Company shall have the
right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents
or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
(b) If this Agreement shall be terminated by the Underwriters
because any condition to the obligation of the Underwriters
set forth in Section 6 hereof is not satisfied, because of any
termination pursuant to Section 9 hereof or because of any failure
or refusal on the part of the Company to comply with the terms or
to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under
this Agreement, the Company will reimburse the Underwriters for all
out of pocket expenses (including the fees and disbursements of
their counsel) reasonably incurred by the Underwriters in connection
with this Agreement or the offering contemplated hereunder.
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers, directors,
employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Bonds.
The provisions of Sections 8 and 10(b) hereof shall survive the
termination or cancellation of this Agreement
12. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telefaxed to Barclays
Capital Inc., Attention: Fixed Income Syndicate (212-412-7305)
and confirmed to Barclays Capital Inc., at 200 Park Avenue, New
York, NY 10166, Attention: Fixed Income Syndicate and to Citigroup
Global Markets Inc., Attention: General Counsel (212-816-7912) and
confirmed to Citigroup Global Markets Inc., at 388 Greenwich Street,
New York, New York, 10013, Attention: General Counsel; or, if sent
to the Company, will be mailed, delivered or telefaxed to The
Connecticut Light and Power Company, Attention: Assistant Treasurer
(860-665-5058) and confirmed to it at The Connecticut Light and
Power Company, 107 Selden Street, Berlin, Connecticut 06037,
Attention: Assistant Treasurer.
13. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
14. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.
15. Headings. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
BARCLAYS CAPITAL INC.
CITIGROUP GLOBAL MARKETS INC.
BNY CAPITAL MARKETS, INC.
KEYBANC CAPITAL MARKETS, A DIVISION
OF MCDONALD INVESTMENTS INC.
WACHOVIA CAPITAL MARKETS, LLC
BARCLAYS CAPITAL INC.
By: /s/ Pamela Kendall
Name: Pamela Kendall
Title: Director
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Scott Sanders
Name: Scott Sanders
Title: Director
As representatives of the Several
Underwriters
Accepted and agreed:
THE CONNECTICUT LIGHT
AND POWER COMPANY
By: /s/ Patricia C. Cosgel
Name: Patricia C. Cosgel
Title: Assistant Treasurer - Finance
SCHEDULE I
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
UNDERWRITERS SERIES A BONDS SERIES B BONDS
Barclays Capital Inc. $ 40,000,000 $ 40,000,000
Citigroup Global
Markets Inc. 40,000,000 40,000,000
BNY Capital Markets,
Inc. 6,667,000 6,667,000
KeyBanc Capital
Markets, A Division
of McDonald
Investments Inc. 6,667,000 6,667,000
Wachovia Capital
Markets, LLC. 6,666,000 6,666,000
TOTAL $100,000,000 $ 100,000,000
1
SCHEDULE II
Underwriting Agreement dated April 4, 2005
Registration Statement No. 333-118276
Lead Underwriters and Address:
Barclays Capital Inc. Citigroup Global Markets Inc.
200 Park Avenue 388 Greenwich Street
New York, New York 10166 New York, New York 10013
Closing Date and Location:
April 7, 2005
Pillsbury Winthrop LLP
1540 Broadway
New York, New York 10036
SERIES A BONDS
Designation: 5.000% First and Refunding Mortgage Bonds,
2005 Series A, Due 2015
Principal Amount: $100,000,000
Date of Maturity: April 1, 2015
Interest Rate: 5.000%
Interest Payment April 1 and October 1 of each year, commencing
Dates: October 1, 2005
Record Dates: March 15 and September 15 of each year
Purchase Price: 98.754% of the principal amount thereof
Public Offering 99.404% of the principal amount thereof, plus
Price: accrued interest, if any, from the date of original
issuance thereof
SERIES B BONDS
Designation: 5.625% First and Refunding Mortgage Bonds,
2005 Series B, Due 2035
Principal Amount: $100,000,000
Date of Maturity: April 1, 2035
Interest Rate: 5.625%
Interest Payment April 1 and October 1 of each year, commencing
Dates: October 1, 2005
Record Dates: March 15 and September 15 of each year
Purchase Price: 99.083% of the principal amount thereof
Public Offering 99.958% of the principal amount thereof, plus Price:
accrued interest, if any, from the date of original
issuance thereof
3