Exhibit 4.2.7.5
EXECUTION COPY
COMPENSATION AND MULTIANNUAL MODE AGREEMENT
September 23, 2003
Morgan Stanley & Co., Incorporated
as Senior Remarketing Agent BNY
Capital Markets, Inc.
as co-Remarketing Agent
c/o Morgan Stanley & Co., Incorporated
1221 Avenue of the Americas, 30th Floor
New York, NY 10020
Reference is made to (i) the Remarketing Agent's Agreement, dated as of
May 1, 1996, by and among the Connecticut Development Authority ("CDA"), The
Connecticut Light and Power Company (the "Company") and BNY Capital Markets,
Inc. (`BNYCMI') as successor remarketing agent (the "Remarketing Agreement"),
(ii) the Direction to Appoint Senior Remarketing Agent and Co-Remarketing
Agent dated September 17, 2003 (the "Direction to Appoint") by and among the
Company and CDA, and agreed and accepted by Morgan Stanley & Co.,
Incorporated ("Morgan Stanley") and BNYCMI under which Morgan Stanley was
appointed Senior Remarketing Agent and BNYCMI was appointed Co-Remarketing
Agent (together with the Senior Remarketing Agent, the "Remarketing Agents")
and (iii) the Amended and Restated Indenture of Trust dated as of May 1,
1996, and amended and restated as of January 1, 1997, between the CDA and
U.S. Bank National Association, as successor Trustee (the "Indenture")
pursuant to which the CDA issued $62,000,000 Connecticut Development
Authority Pollution Control Revenue Bonds (The Connecticut Light and Power
Company Project -1996A Series) (the "Bonds"). Terms initially capitalized but
not defined herein shall have the meaning ascribed to them in the Indenture.
Intending to be legally bound, the parties hereto agree as follows:
1. BNYCMI is currently acting as the sole Remarketing Agent under the
Remarketing Agreement. In accordance with Section 6 of the Remarketing
Agreement and the Direction to Appoint, the parties agree that Morgan Stanley
and BNYCMI shall act as Senior Remarketing Agent and co-Remarketing Agent,
respectively, under the Remarketing Agreement in connection with the
Remarketing (as defined below). Such appointments shall be effective as of
the date of this Agreement; provided that, except for the obligations
undertaken by the Remarketing Agents as described in the next paragraph,
BNYCMI shall continue to act as sole remarketing agent of the Bonds in the
Weekly Mode under the Remarketing Agreement until the Bonds are converted to
the Multiannual Mode. In connection with the Remarketing of the Bonds, BNYCMI
shall act as co-Remarketing Agent and shall have only those further
responsibilities under the Remarketing Agreement as shall be agreed between
it and the Senior Remarketing Agent.
2. Compensation. Subject to the terms and conditions of this Agreement
and the Remarketing Agreement, the Remarketing Agents each severally agree to
use their best efforts to remarket the Bonds in the Multiannual Mode for a
Rate Period of five years, commencing on October 1, 2003, in accordance with
the Indenture, the Supplement and the Reoffering Circular described below
(the "Remarketing"). Pursuant to Article 2 of the Remarketing Agreement, and
in consideration of the services to be performed by the Remarketing Agents
hereunder and under the Remarketing Agreement, the Company agrees to pay to
the Senior Remarketing Agent, for the benefit of itself and the Co-
Remarketing Agent, a fee of $310,000 (the "Fee") in respect of the
Remarketing. The Remarketing Agents agree to apportion the Fee between
themselves on such basis as they shall mutually agree, and jointly and
severally agree to indemnify the Company for any claims arising out of such
apportionment. In addition, the Company will pay, or cause to be paid, all
expenses incident to the Remarketing, including, without limitation, all
costs of printing and mailing the Preliminary and Final Supplements dated
September 17, 2003 and September 23, 2003, respectively, to Reoffering
Circular dated January 20, 1997 (the "Reoffering Circular"), including the
Reoffering Circular itself and the other appendices thereto and the documents
incorporated by reference therein (collectively, the "Supplement") and any
amendments or supplements thereto, all other documents prepared in connection
with the Remarketing, and the reasonable fees and expenses of counsel for the
Remarketing Agents. The Fee shall be payable on the Remarketing Date (as
defined below) in immediately available funds by wire transfer to the account
designated in writing by the Senior Remarketing Agent.
3. Representations and Warranties. The Company represents and
warrants to and agrees with the Remarketing Agents that:
(a) The Company and its subsidiaries have been duly formed, are
validly existing as corporations in good standing under the laws of the
jurisdictions of their organization, have the power and authority to
own their property and to conduct their business as described in the
Supplement and are duly qualified to transact business and are in good
standing in each jurisdiction in which the conduct of their business or
their 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 or its
subsidiaries, taken as a whole. The Company and its subsidiaries
possess such material certificates, authorizations, franchises or
permits issued by the appropriate state or federal regulatory
authorities or bodies as are necessary to conduct their businesses as
currently conducted.
(b) This Agreement has been duly authorized, executed and
delivered by the Company. The Remarketing Agreement is a valid and
binding agreement of the Company and the Remarketing Agents are
entitled to the benefits thereunder.
(c) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement 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.
(d) The Supplement does not, and any supplement or amendment
thereto will not, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
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 contained in this Section 1(d) shall
not apply to (i) Appendix B to the Supplement, (ii) Appendices C, D, E,
or F to the Reoffering Circular, (iii) the information in the
Reoffering Circular under the captions "The Authority," "The Bonds -
Book-Entry Only System," "Ambac Indemnity Corporation," "Tax Matters,"
"Litigation - The Authority," "Non-Impairment Pledge of the State,"
"Legality for Investment," or "Legal Matters," or (iv) statements in or
omissions from the Supplement (or any supplement or amendment thereto)
based upon information relating to the Remarketing Agents furnished to
the Company in writing by the Remarketing Agents expressly for use
therein.
4. Conditions to the Remarketing Agents' Obligations. The obligations
of the Remarketing Agents shall be subject to (i) the condition that all
representations and warranties and other statements of the Company herein
are, at and as of the date hereof and as of October 1, 2003 (the "Remarketing
Date"), true and correct, and the Remarketing Agents shall have received on
the Remarketing Date a certificate, dated the Remarketing Date and signed by
an executive officer of the Company, to that effect, (ii) the condition that
the Company shall have performed all of its obligations hereunder to be
performed at or prior to the Remarketing Date, and (ii) the following
additional conditions:
(a) At the Remarketing Date, the Remarketing Agents shall be
furnished with the following opinions, dated the Remarketing Date:
(i) an opinion of Day, Berry & Howard LLP, special counsel to
the Company, to the effect that the statements made in the Supplement
under the captions "Introductory Statement" and "Conversion to
Multiannual Mode" and in the Reoffering Circular under the captions
"Introductory Statement," "The Bonds" (other than under the subcaption
"Book-Entry Only System," as to which such special counsel need express
no opinion), "The Loan Agreement," "The Tax Regulatory Agreement," "The
Indenture," "The Mortgage Bonds and the Mortgage," "The Insurance
Policy," and "Continuing Disclosure" to the extent they constitute
summaries of legal matters or documents referred to therein are accurate
in all material respects, and as to such other matters as the
Remarketing Agents may reasonably request.
(ii) an opinion of Jeffrey C. Miller, Esq., Assistant General
Counsel of Northeast Utilities Service Company, to the effect that no
facts have come to his attention that have caused him to believe that
Appendix A to the Supplement, including the documents incorporated by
reference therein, as of the Remarketing Date, contained or contains an
untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading
(except that in each case he is not required to express any view as to
the financial statements, schedules and other financial data and
financial projections included therein or excluded therefrom).
(iii) the opinion of Winston & Strawn LLP, Bond Counsel,
required under the Indenture to be delivered upon the occasion of the
conversion of the Bonds to the Multiannual Mode, which opinion shall
permit the Remarketing Agents to rely thereon.
(b) The Remarketing Agents shall have received an agreed upon
procedures letter from Deloitte & Touche LLP, dated the Remarketing
Date (A) confirming that they are independent public accountants with
respect to the Company within the meaning of the Securities Act of
1933, as amended, and the applicable rules and regulations adopted by
the Securities and Exchange Commission (the "Commission") thereunder,
(B) stating that in their opinion the financial statements examined by
them and incorporated by reference in the Supplement complied as to
form in all material respects with the applicable accounting
requirements of the Commission, including the applicable rules and
regulations adopted by the Commission, and (C) covering, as of a date
not more than three business days prior to the date of such letter,
such other matters as the Remarketing Agents reasonably request.
(c) At the Remarketing Date the Bonds shall have the benefit of
the Ambac Assurance Corporation policy described in the Supplement and
the Reoffering Circular, and the Remarketing Agents shall have
received evidence satisfactory to them that the Bonds have been rated
at least "AAA" by S&P and "Aaa" by Moody's.
5. Effectiveness and Termination of Agreement.
(a) This Agreement shall become effective upon the execution and
delivery of this Agreement by the parties hereto.
(b) This Agreement shall terminate as to a Remarketing Agent upon
and resignation of such Remarketing Agent under paragraph 6 of the
Remarketing Agreement, provided that the reference in clause (vii) thereof
shall be deemed to refer to the Supplement.
6. 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.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New
York.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Randy A. Shoop
Randy A. Shoop
Title: Treasurer
Accepted and agreed:
MORGAN STANLEY & CO.,
INCORPORATED
By: /s/ F. J. Sweeney
Name: F. J. Sweeney
Title: Managing Director
BNY CAPITAL MARKETS INC.
By: /s/ Daniel C. deMenocal, Jr.
Name: Daniel C. deMenocal, Jr.
Title: Managing Director