Exhibit 4.2.8.2
AMENDMENT NO. 3
TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND SALE
AGREEMENT
AMENDMENT AGREEMENT, dated as of July 9, 2003, among CL&P RECEIVABLES
CORPORATION, a Connecticut corporation (the "Seller"), THE CONNECTICUT LIGHT
AND POWER COMPANY, a Connecticut corporation, ("CL&P") as Collection Agent
and Originator, CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation
("CAFCO"), CITIBANK, N.A. ("Citibank" ) and CITICORP NORTH AMERICA, INC.,
a Delaware corporation ("CNAI"), as agent ("Agent").
Preliminary Statements. (1) The Seller, CL&P, CAFCO, Citibank and CNAI,
as Agent, are parties to an Amended and Restated Receivables Purchase and
Sale Agreement dated as of September 30, 1997, as amended and restated as of
March 30, 2001 and as further amended as of July 11, 2001, and as of July 10,
2002, (the "Agreement"; capitalized terms not otherwise defined herein shall
have the meanings attributed to them in the Agreement), pursuant to which the
Seller is prepared to sell undivided fractional ownership interests of its
Receivables to the Conduit and the Banks; and
(2) The Seller, CL&P, CAFCO, Citibank and CNAI, as Agent, desire
to amend the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Agreement. Subject to the condition precedent
set forth in Section 2 hereof, the Agreement is amended effective as of the
date set forth above as follows:
1.1 Section 1.01 of the Agreement is amended by
deleting the date "July 9, 2003" in line one (1) of
the definition of "Commitment Termination Date" and
replacing it with the date "July 7, 2004."
1.2 Section 2.08(a) of the Agreement is amended in
its entirety to read as follows:
"(a) If CNAI, any Purchaser, any Bank, any
entity which enters into a commitment to purchase
Receivable Interests or interests therein, or any of
their respective Affiliates (each an "Affected Person")
determines that (i) compliance with any law or regulation
or any guideline or request from any central bank or other
governmental authority (whether or not having the force of
law) affects or would affect the amount of the capital
required or expected to be maintained by such Affected
Person and such Affected Person determines that the amount
of such capital is increased by or based upon the existence
of any commitment to make purchases of or otherwise to
maintain the investment in Pool Receivables or interests
therein related to this Agreement or to the funding thereof
and other commitments of the same type, or (ii) as a
result of the existence of, or occurrence of any change in,
accounting standards (including the issuance of any
pronouncement, interpretation or release), all or any portion
of the assets and liabilities of the Conduit, including the
assets and liabilities which are the subject of this Agreement
and the other Transaction Documents, are consolidated (for
financial and/or regulatory accounting purposes) with
those of such Affected Person (other than the Conduit), then,
upon demand by such Affected Person (with a copy to
the Agent), the Seller shall immediately pay to the
Agent for the account of such Affected Person (as a third-
party beneficiary), from time to time as specified by
such Affected Person, additional amounts sufficient
to compensate such Affected Person in the light of
such circumstances, in the case of clause (i), to
the extent that such Affected Person reasonably determines such
increase in capital to be allocable to the existence of
any of such commitments, and, in the case of clause (ii),
to the extent of any increased cost, increased capital charge
or reduced return resulting from the consolidation of the
assets and liabilities which are the subject of this
Agreement and the other Transaction Documents, as reasonably
determined by such Affected Person. A certificate as to such
amounts submitted to the Seller and the Agent by such
Affected Person shall be conclusive and binding for all
purposes, absent manifest error."
1.3 Section 10.06 of the Agreement is amended by
adding the following new subsection (c) thereto:
"(c) Notwithstanding any other provisions herein,
each party hereto (and each employee, representative or
other agent of each party hereto)may disclose to any and
all Persons, without limitation of any kind, the U.S. tax
treatment and U.S. tax structure of the transaction
contemplated by this Agreement and the other Transaction
Documents and all materials of any kind (including
opinions or other tax analyses) that are provided to
such party relating to such U.S. tax treatment and
U.S. tax structure, other than any information
for which nondisclosure is reasonably necessary in
order to comply with applicable securities laws."
SECTION 2. Condition Precedent. The effectiveness of this Amendment
Agreement and the obligations of the Conduit and the Banks to make any Purchase
on or after July 9, 2003 is conditioned upon the receipt by the Agent of
evidence satisfactory to it that (a) the DPUC and the Securities and Exchange
Commission have granted such approvals as may be necessary in connection with
the implementation of this Amendment Agreement, or (b) such approvals required
in connection herewith as have heretofore been granted remain in full force
and effect thus requiring no further approvals.
SECTION 3. 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," "hereof" or words of like import shall
mean the Agreement as amended by this Amendment Agreement and as hereinafter
amended or restated.
SECTION 4. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 5. 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
Amendment Agreement. Delivery of an executed counterpart of a signature page to
this Amendment Agreement by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment Agreement.
SECTION 6. Seller's Representations and Warranties. The Seller
represents and warrants that this Amendment Agreement has been duly authorized,
executed and delivered by the Seller pursuant to its corporate powers and
constitutes the legal, valid and binding obligation of the Seller. The Seller
also makes each of the representations and warranties contained in Section 4.01
of the Agreement (after giving effect to this Amendment Agreement) as of the
date hereof.
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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement
No. 3 to be executed by their respective officers thereunto duly authorized, as
of the date first above written.
CL&P RECEIVABLES CORPORATION
By: /s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Treasurer - CL&P
CORPORATE ASSET FUNDING COMPANY, INC.
By: Citicorp North America, Inc.,
as Attorney-in-Fact
By: /s/ Richard Simons
Name: Richard Simons
Title: Vice President
CITIBANK, N.A.
By: /s/ Richard Simons
Name: Richard Simons
Title: Vice President
CITICORP NORTH AMERICA, INC., as Agent
By: /s/ Richard Simons
Name: Richard Simons
Title: Vice President