Exhibit 4.2.7.4
AMENDMENT NO. 2 TO STANDBY BOND PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO STANDBY BOND PURCHASE AGREEMENT (this "Amendment")
dated as of September 9, 2002 among THE CONNECTICUT LIGHT AND POWER COMPANY,
a Connecticut corporation (the "Company"), the PARTICIPATING BANKS, and THE
BANK OF NEW YORK, as Purchasing Bank.
WHEREAS, the Company, the Participating Banks and The Bank of New York,
as Purchasing Bank, are parties to the Standby Bond Purchase Agreement dated as
of October 24, 2000 relating to the $62,000,000 Pollution Control Revenue
Bonds (The Connecticut Light and Power Company Project - 1996A Series) (as
amended by Amendment No. 1 dated as of October 10, 2001, the "Standby Bond
Purchase Agreement");
WHEREAS, the Company has requested that the Stated Expiration Date under
the Standby Bond Purchase Agreement be extended from October 22, 2002 to
October 21, 2003; and
WHEREAS, the Banks are willing to agree to so extend the Stated Expiration
Date subject to the terms and conditions hereof;
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Terms defined in the Standby Bond Purchase Agreement
and not otherwise defined herein are used herein as therein defined.
2. Amendment. Subject to satisfaction of the conditions precedent set
forth in Section 4 below, effective as of October 22, 2002, the definition of
"Stated Expiration Date" in Section 1.01 of the Standby Bond Purchase Agreement
shall be amended by replacing the date "October 22, 2002" with the date
"October 21, 2003."
3. Representations and Warranties. In order to induce each Bank to
enter into this Amendment, the Company hereby represents and warrants as
follows:
(a) The execution, delivery and performance by the Company of this
Amendment, and the performance by the Company of the Standby Bond Purchase
Agreement as amended by this Amendment, are within the Company's corporate
powers, have been duly authorized by all necessary corporate action, and (i) do
not contravene, violate or breach: (A) Applicable Law; (B) the Certificate of
Incorporation or By-laws of the Company; or (C) any indenture, mortgage, loan
agreement or other contract or instrument to which the Company is a party or
by which it or its assets are bound; and (ii) do not result in or require the
creation of any Lien except as provided in or contemplated by the Standby Bond
Purchase Agreement or the Related Documents upon or with respect to any of the
Company's properties.
(b) This Amendment and the Standby Bond Purchase Agreement as
amended by this Amendment are legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Applicable Laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
(c) No authorization of, approval or other action by, and no notice
to or filing with, any Governmental Authority is required for the due
execution, delivery and performance by the Company of this Amendment or the
performance of the Standby Bond Purchase Agreement as amended by this
Amendment, except those that have been, or will be simultaneously with the
execution hereof, duly obtained or made and are in full force and effect.
(d) Each of the representations and warranties of the Company
contained in Article IV of the Standby Bond Purchase Agreement is true and
correct on and as of the date hereof; provided that, in making such
representation and warranty with respect to Section 4.05 of the Standby Bond
Purchase Agreement, (i) each reference therein to December 31, 1999 shall be
deemed to be a reference to December 31, 2001, (ii) the reference therein to
June 30, 2000 shall be deemed to be a reference to June 30, 2002 and (iii) the
reference therein to Company Disclosure Documents shall be deemed to mean the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, the Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2002 and June 30, 2002, and the Company's Current Reports on Form 8-K
dated March 15, 2002 and June 17, 2002.
(e) No event has occurred and is continuing, or would result from
the effectiveness of this Amendment, that constitutes a Default.
4. Conditions to Effectiveness. The amendment provided for in Section 2
above shall become effective as of October 22, 2002, but shall not become
effective as of such date unless and until each of the following conditions
precedent have been satisfied:
(a) The Purchasing Bank shall have received each of the following, in
form and substance satisfactory to the Purchasing Bank:
(i) This Amendment, duly executed on behalf of each of the parties
hereto.
(ii) A certificate of the secretary or an assistant secretary of the
Company, certifying the names and true signatures of the officers of the
Company authorized to execute this Amendment on behalf of the Company.
(iii) Evidence that all necessary action required to be taken by
(A) the Company and (B) any Governmental Authority, in connection with the
authorization, execution, delivery and performance of this Amendment, and
the performance of the Standby Bond Purchase Agreement as amended by this
Amendment, has been taken.
(iv) Evidence that the notice with respect to this Amendment
required to be given by the Company to Moody's and S&P under Section 14.1
of the Indenture has been given.
(v) A certificate of the Company signed by an authorized officer,
stating that, to the best of such authorized officer's knowledge after due
inquiry, the representations and warranties set forth in Section 3(d) and
(e) above are true and correct.
(vi) Legal opinions of (A) Day, Berry & Howard LLP, special counsel
to the Company and (B) in-house counsel to Northeast Utilities Service
Company, in each case, as to such matters incident to this Amendment, the
Standby Bond Purchase Agreement as amended by this Amendment, and the
transactions contemplated hereby and thereby as the Purchasing Bank shall
have reasonably requested.
(vii) Such other documents, instruments, opinions and approvals (and,
if requested by any Bank, certified duplicates or executed copies thereof)
as any Bank shall have reasonably requested.
(b) The Company shall have paid to the Purchasing Bank, for the account
of the Banks in accordance with their respective Participation Shares, an
extension fee equal to 0.05% of the Commitment.
(c) All amounts payable pursuant to Section 7.06 of the Standby Bond
Purchase Agreement for which invoices have been delivered to the Company on or
prior to such date, shall have been paid in full.
5. Distribution of Extension Fee by the Purchasing Bank. The Purchasing
Bank shall, promptly upon receipt, pay to each Participating Bank such
Participating Bank's Participation Share of the extension fee referred to in
Section 4(b) above.
6. Confirmation of Amended Agreement. The Standby Bond Purchase
Agreement (as amended by this Amendment) is and shall continue to be in full
force and effect and is hereby in all respects confirmed, approved and
ratified.
7. Governing Law. PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same agreement.
9. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[The next page is the signature page.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers all as of the date first set
forth above.
COMPANY
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Randy A. Shoop
---------------------------------
Name: Randy A. Shoop
Title: Treasurer
PURCHASING BANK
THE BANK OF NEW YORK
By: /s/ John N. Watt
---------------------------------
Name: John N. Watt
Title: Vice President
PARTICIPATING BANK
BANK HAPOALIM B.M.
By: /s/ Marc Bosc
---------------------------------
Name: Marc Bosc
Title: Vice President
By: /s/ Laura Anne Raffa
---------------------------------
Name: Laura Anne Raffa
Title: Senior Vice President &
Operations Manager
PARTICIPATING BANK
CITIC KA WAH BANK LIMITED
By: /s/ Shi Ping Chen
---------------------------------
Name: Shi Ping Chen
Title: Vice President & Operations
Manager
PARTICIPATING BANK
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Michael Ouellet
---------------------------------
Name: Michael Ouellet
Title: Vice President