AMENDMENT NO. 1
AMENDMENT AGREEMENT dated as of March 30, 2001
between The Connecticut Light and Power Company, a
Connecticut corporation ("Seller"), and CL&P Receivables
Corporation, a Connecticut corporation ("Purchaser").
Preliminary Statements. (1) The Seller and the
Purchaser are parties to a Purchase and Contribution
Agreement dated as of September 30, 1997 (the "Agreement";
capitalized terms not otherwise defined herein shall have
the meanings attributed to them in the Agreement) pursuant
to which the Seller sells or contributes Receivables to the
Purchaser from time to time;
(2) The Seller and the Purchaser, desire to amend
the Agreement;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to Definitions. Section
1.01 of the Agreement is amended by (a) amending and
restating the definition of "Receivable" in its entirety as
follows:
"Receivable" means the accounts, general
intangibles and other indebtedness (billed and unbilled) of
an Obligor arising from the retail sale of electricity and
related services by the Seller in Connecticut to such
Obligor pursuant to a Contract as booked to Accounts 142
(excluding amounts booked to Account 142.04) and 173 as
defined under the Federal Energy Regulatory Commission Chart
of Accounts as utilized by the Seller, but excluding any
obligation of such Obligor to pay finance charges and other
amounts in the case of late payment and further excluding
the RRB Charge.
and
(b) inserting the following definitions in their proper
alphabetical order as follows:
"RRB Charge" means the non-bypassable rate
reduction bond charge permitted to be charged by the Seller to
Obligors as part of a competitive transition assessment pursuant to
the Financing Order of the Connecticut Department of Public Utility
Control in DPUC-Docket No. 00-05-01, issued on November 8, 2000,
supplemented December 12, 2000 and as further supplemented
March 12, 2001, including, in case of special contract
customers, the portion of the contract charge allocated to
the RRB Charge, and which may increase or decrease from time
to time as provided in such Financing Order.
SECTION 2. Amendments to Agreement. The
Agreement is amended by (a) amending and restating Section
4.01(j) in its entirety as follows:
(j) Each Transferred Receivable, together with
the Related Security, is a bona fide obligation of the
Obligor purported to be liable thereon and is owned
(prior to its sale or contribution hereunder) by the
Seller free and clear of any Adverse Claim (other than
any Adverse Claim arising solely as the result of any
action taken by the Purchaser). When the Purchaser
makes a Purchase or acquires by contribution any
Transferred Receivable, it shall acquire valid and
perfected first priority ownership of each Transferred
Receivable and, subject to the Pro Rata RRB Interest,
as such term is defined in the Sale Agreement, the
Related Security, and Collections with respect thereto
free and clear of any Adverse Claim (other than any
Adverse Claim arising solely as the result of any
action taken by the Purchaser), and no effective
financing statement or other instrument similar in
effect covering any Transferred Receivable, any
interest therein, the Related Security or Collections
with respect thereto is on file in any recording office
except such as may be filed in favor of the Purchaser
in accordance with this Agreement or in connection with
any Adverse Claim arising solely as the result of any
action taken by the Purchaser.
(b) amending and restating Section 5.01(i)(i) in its
entirety as follows:
(i) From time to time, at its expense, promptly
execute and deliver all further instruments and
documents, and take all further actions, that may be
necessary or desirable, or that the Purchaser or its
assignee may reasonably request, to perfect, protect or
more fully evidence the sale and contribution of
Receivables under this Agreement, or to enable the
Purchaser or its assignee to exercise and enforce its
respective rights and remedies under this Agreement,
including, without limitation, upon the request of the
Purchaser or its assignee, (A) executing and filing
such financing or continuation statements, or
amendments thereto, and such other instruments and
documents, that may be necessary or desirable to
perfect, protect or evidence such Transferred
Receivables; and (B) subject to the last sentence of
Section 5.01(g), delivering to the Purchaser copies of
all Contracts relating to the Transferred Receivables
and copies of all records relating to such Contracts
and the Transferred Receivables, whether in hard copy
or in magnetic tape or diskette format (which if in
magnetic tape or diskette format shall be compatible
with the Purchaser's computer equipment). In
connection with the foregoing, the Seller hereby
authorizes the Purchaser or its assignee to file
financing or continuation statements, and amendments
thereto and assignments thereof, relating to the
Transferred Receivables and the Related Security, the
related Contracts and the Collections with respect
thereto without the signature of the Seller where
permitted by law. The Purchaser or assignees making
any such filing shall provide a copy thereof to the
Seller. A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement
where permitted by law.
(c) amending and restating the first full paragraph in
Section 6.06 in its entirety as follows:
Each Purchase and contribution of Receivables
hereunder shall include the transfer to the
Purchaser of all of the Seller's right, title to
and interest in the records relating to such
Receivables (subject to the Pro Rata RRB Interest,
as such term is defined in the Sale Agreement) and
shall include the right to use the Seller's
computer software system to access and create such
records. Such right shall be without royalty or
payment of any kind, is coupled with an interest,
and shall be irrevocable until all of the
Transferred Receivables are either collected in
full or become Defaulted Receivables.
(d) amending and restating Section 7.01(e) in its entirety
as follows:
(e) The Seller shall fail to pay any principal of
or premium or interest on any of its Debt (it
being agreed that neither the Notes nor the
Certificates [as those terms are defined in the
Sale Agreement] are such an obligation) which is
outstanding in a principal amount of at least
$10,000,000 in the aggregate when the same becomes
due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or
otherwise), and such failure shall continue after
the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt;
or any other event shall occur or condition shall
exist under any agreement or instrument relating
to any such Debt and shall continue after the
applicable grace period, if any, specified in such
agreement or instrument, if the effect of such
event or condition is to accelerate, or to permit
the acceleration of, the maturity of such Debt; or
any such Debt shall be declared to be due and
payable, or required to be prepaid (other than by
a regularly scheduled required prepayment),
redeemed, purchased or defeased, or an offer to
repay, redeem, purchase or defease such Debt shall
be required to be made, in each case prior to the
stated maturity thereof; or
(e) amending and restating Section 7.01(f) in its entirety
as follows:
(f) Any Purchase or contribution of Receivables
hereunder, the Related Security and the Collections
with respect thereto shall for any reason (but subject
to the Pro Rata RRB Interest, as such term is defined
in the Sale Agreement) cease to constitute valid and
perfected ownership of such Receivables, Related
Security and Collections free and clear of any Adverse
Claim; or
and
(f) amending and restating Section 9.01 in its entirety as
follows:
SECTION 9.01. Amendments, Etc. No amendment or
waiver of any provision of this Agreement nor consent
to any departure by the Seller therefrom shall in any
event be effective unless the same shall be in writing
and signed by the Purchaser and, in the case of any
amendment, also signed by the Seller, and then such
amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for
which given. This Agreement contains a final and
complete integration of all prior expressions by the
parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among
the parties hereto with respect to the subject matter
hereof, superseding all prior oral or written
understandings, except that certain of the provisions
hereof are subject to the terms of the Intercreditor
Agreement (as that term is defined in the Sale
Agreement).
SECTION 3. Conditions Precedent. The terms and
provisions of this Amendment Agreement shall become
effective upon receipt by Purchaser of (i) acknowledgment
copies of proper Financing Statements (Form UCC-3) amending
the existing Financing Statements filed in 1997 pursuant to
subsection (c) of Section 3.01 of the Agreement to reflect
the exclusion of the RRB Charge, in all jurisdictions where
the original forms UCC-1 were filed; and (ii) the execution
and delivery of an amendment and restatement to the Sale
Agreement.
SECTION 4. Confirmation of Agreement. Except as
herein expressly amended, the Agreement is ratified and
confirmed in all respects and shall remain in full force and
effect in accordance with its terms. Each reference in the
Agreement to "this Agreement" shall mean the Agreement as
amended by this Amendment Agreement, and as hereinafter
amended or restated.
SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF CONNECTICUT (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF).
SECTION 6. Execution in Counterparts. This
Amendment Agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall
constitute one and the same Agreement. Delivery of an
executed counterpart of a signature page to this Amendment
Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment Agreement.
IN WITNESS WHEREOF, the parties have caused this
Amendment Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first
above written.
THE CONNECTICUT LIGHT AND POWER
COMPANY
By: _______________________________
Randy A. Shoop
Title: Treasurer
CL&P RECEIVABLES CORPORATION
By:__________________________
Randy A. Shoop
Title: Treasurer