Exhibit 10.51.1
AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT
THIS AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT (the "Amendment" ) is
made as of the 29th day of August, 1997, by and between GENERAL ELECTRIC
CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS (
"Lessor" ), and THE CONNECTICUT LIGHT AND POWER COMPANY ( "Lessee" ).
The parties have heretofore entered into that certain Master Lease
Agreement dated as of June 21, 1996 (the "Lease" ). Pursuant to the Lease,
the parties have executed those certain Equipment Schedules Nos. 001 and 002,
each dated June 21, 1996 (the "Equipment Schedules" ).
The parties desire to amend the Lease and the Equipment Schedules as
hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in
hand paid, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Lease is amended as follows:
(a) In Section IV(b), each reference to "chief financial officer"
is changed to "Treasurer, Assistant Treasurer or any Vice President."
(b) In Section XVI(c)(2), Clauses (ii) and (iii) are deleted and
the following substituted in lieu thereof: "(ii) 0.31:1.00 for fiscal year
1997, and (iii) 0.32:1.00 for fiscal year 1998 and each fiscal year
thereafter."
(c) In Section XVI(c)(3), Clauses (i) and (ii) are deleted and the
following substituted in lieu thereof:
"(i) 1.25:1.00 for the fourth quarter of fiscal year 1997, (ii)
1.50:1.00 for the first and second quarters of fiscal year 1998, (iii)
2.00:1.00 for the third quarter of fiscal year 1998, (iv) 2.50:1.00 for the
fourth quarter of fiscal year 1998, (v) 2.50:1.00 for the first and second
quarters of fiscal year 1999, and (vi) 3.50:1.00 for the third and fourth
quarters of fiscal year 1999 and each fiscal year thereafter."
(d) Section XVII(b) is amended by adding the following language to
the end thereof:
", and (not later than August 31, 1997) Lessee shall purchase and grant
to Lessor a first priority security interest in two certificates of deposit
issued by KeyBank National Association or such other commercial bank as
reasonably is acceptable to Lessor, each in the original principal amount of
Seven Million Five Hundred Thousand Dollars ($7,500,000.00) for an initial
term of six (6) months providing for automatic renewal upon the expiration of
the initial and subsequent renewal terms (collectively, the "Certificates of
Deposit" ) and all proceeds and replacements thereof (the "Collateral" ),
and Lessee shall cause such Certificates of Deposit to be delivered to Lessor
to be held as collateral security hereunder and shall execute and deliver to
Lessor a Collateral Assignment Agreement in substantially the form attached
hereto as Exhibit No. 2, such Uniform Commercial Code financing statements
(to be filed at Lessee's expense) and other documents and instruments as
reasonably may be required by Lessor to perfect the security interest of
Lessor in the Collateral. At its option, Lessee may notify Lessor to renew
the Certificates of Deposit for a period other than six (6) months but not
less than one (1) month and, provided that no Default has then occurred,
Lessor agrees to renew the Certificates of Deposit for the term specified by
Lessee. At such time as Lessee's credit rating by Standard & Poor's Ratings
Group, a Division of McGraw-Hill, Inc. ( "S&P" ) is BBB- or better or by
Moody's Investors Service, Inc. ( "Moody's" ) is Baa3 or better, then Lessor
shall release one of the Certificates of Deposit and shall terminate its
security interest therein. At such time as Lessee's credit rating by both
S&P is BBB- or better and by Moody's is Baa3 or better, then Lessor shall
release the second Certificate of Deposit and shall terminate its security
interest therein."
2. The Equipment Schedules are amended by deleting the second sentence
of the definition of the term "Interest Rate" in Paragraph C, and
substituting the following in lieu thereof:
"If during the Basic Term, Lessee's credit rating for senior secured
debt is downgraded or upgraded by either Standard & Poor s Ratings Group, a
Division of McGraw-Hill, Inc. ( "S&P" ) or Moody's Investors Service, Inc. (
"Moody's"), then the Interest Rate shall mean that percentage per annum
calculated as the sum of (x) the LIBOR Rate redetermined monthly, plus (y)
one hundred (100) basis points if Lessee carries both a S&P BBB and Moody's
Baa2 credit rating; one hundred twenty-five (125) basis points if Lessee
carries both a S&P BBB- and Moody's Baa3 credit rating; one hundred
fifty-five (155) basis points if Lessee carries either a S&P BB+ or higher
credit rating, or Moody's Ba1 or higher credit rating (but does not satisfy
either of the combined credit rating standards previously set forth in this
clause (y)); one hundred eighty (180) basis points if Lessee carries either a
S&P BB or Moody's Ba2 credit rating; two hundred five (205) basis points if
Lessee carries either a S&P BB- or Moody's Ba3 credit rating; and two hundred
thirty (230) basis points if Lessee carries either a S&P B+ or lower credit
rating or Moody's B1 or lower credit rating."
3. The effectiveness of the amendments set forth herein is conditioned
upon payment by Lessee to Lessor of a fee in the amount of $161,023.00.
Except as expressly set forth herein, the terms and conditions of the Lease
and the Equipment Schedules remain unmodified and in full force and effect.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Master Lease Agreement to be executed by their duly authorized
representatives of the date first above written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL THE CONNECTICUT LIGHT AND POWER
CORPORATION, FOR ITSELF AND COMPANY
AS AGENT FOR CERTAIN
PARTICIPANTS
By: /s/Dennis Grove By: /s/David R. McHale
Name: Dennis Grove Name: David R. McHale
Title: Credit Manager Title: Assistant Treasurer
EXHIBIT NO. 2
COLLATERAL ASSIGNMENT AGREEMENT
THE CONNECTICUT LIGHT AND POWER COMPANY ("Lessee") does hereby assign, pledge
and grant a security interest to GENERAL ELECTRIC CAPITAL CORPORATION, FOR
ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS, its successors and assigns
("Lessor"), in all of its right, title and interest in and to the
Certificates of Deposit referenced in Schedule A now or hereafter attached
hereto, and all additions, substitutions, replacements and renewals thereof
(the "Certificates"), issued by KeyBank National Association (the "Financial
Institution"), together with all funds (including principal and accrued
interest) now and at any time hereafter represented by the Certificates and
all rights, powers and privileges incident to the Certificates, and all
proceeds (cash and non-cash) thereof (but without power of disposition) (the
"Collateral") as security and collateral for (i) the prompt payment of all
indebtedness, liabilities and obligations of the Lessee to Lessor due or
becoming due under that certain Master Lease Agreement dated as of June 21,
1996 (and any extensions, amendments, modifications or supplements thereto)
(the "Lease"), by and between Lessor, as lessor, and the Lessee, as lessee,
and (ii) the prompt performance as and when due of all terms, conditions and
provisions of the Lease (hereafter collectively referred to as the
"Obligations").
Lessor is hereby authorized to execute at any time and from time to time
on behalf of the Lessee, so long as the collateral assignment effected herein
remains effective, all of the powers, privileges and rights incident to or
granted with ownership of the Certificates, including, without limitation,
the right to renew the Certificates or to extend their maturities upon any
terms satisfactory to Lessor which are substantially similar to the terms of
the original Certificates of Deposit and at such interest rates as are
generally offered by the Financial Institution for certificates of deposit in
the amount and for the term of the renewal Certificates of Deposit. At the
end of the initial six (6) month term of the Certificates of Deposit, and at
the end of each subsequent renewal thereof, at its option, Lessee may notify
Lessor to renew the Certificates of Deposit for any period other than six (6)
months, but not less than one (1) month.
The Lessee hereby consents that at any time and from time to time and
with or without further consideration, Lessor may, without notice to and
further consent of the Lessee and without in any manner affecting, impairing,
lessening and releasing this Assignment, renew, extend, change the manner,
time, place and terms of payment or, sell, exchange, release, surrender,
realize upon, modify, waive, grant indulgences with respect to and otherwise
deal with in any manner: (a) all or any part of the Obligations; (b) all or
any part of any property at any time securing all or any part of the
Obligations; and (c) any party (including, without limitation, the Lessee) at
any time primarily or secondarily liable for all or any part of the
Obligations.
Notwithstanding this Assignment, all interest accruing with respect to
the Certificates shall be paid directly by the Financial Institution to the
Lessee, unless and until Lessor provides written notice to the Financial
Institution of the occurrence of an Event of Default (as hereinafter
defined).
After the occurrence of a Default (as such term is defined in the Lease)
(an "Event of Default"), Lessor may and is hereby authorized to endorse,
present for payment, redeem, demand for, withdraw and receive from the
Financial Institution, and the Financial Institution is hereby authorized and
directed to pay to Lessor, any and all funds now or hereafter represented by
the Certificates at such times and in such amounts as Lessor, in its sole
discretion, shall determine for the purpose of applying the same to the
payment of the Obligations pursuant to Section XI(b) of the Lease. Lessor
may at any time and from time to time take any and all actions with respect
to the Certificates (and the funds represented thereby) as authorized herein,
by the terms of the Lease or by law, including (without limitation)
exercising the rights of a secured party with respect to the Collateral.
This Assignment is to remain in full force and effect until notice in
writing is given to the Financial Institution by Lessor that such Assignment
has been terminated, and until the Financial Institution receives such notice
it is hereby authorized and directed to pay only to Lessor any funds now or
hereafter represented by the Certificates. In making payment of such funds,
the Financial Institution may conclusively rely upon the endorsement on the
Certificates of any officer of Lessor, and under no circumstances shall the
Financial Institution be required to determine whether any conditions of
payment to Lessor have been satisfied.
Lessor agrees to cause the Financial Institution and any successor
thereto to execute the Acknowledgment in substantially the form attached
hereto as Exhibit A.
Dated as of August 29, 1997.
THE CONNECTICUT LIGHT AND POWER COMPANY
Lessee
By:/s/David R. McHale(SEAL)
Name:David R. McHale
Title:Assistant Treasurer
LESSOR ACCEPTS THE FOREGOING ASSIGNMENT AND AGREES TO REASSIGN TO THE LESSEE
THE INTEREST ASSIGNED HEREIN UPON THE INDEFEASIBLE SATISFACTION IN FULL OF
THE OBLIGATIONS.
GENERAL ELECTRIC CAPITAL
CORPORATION, FOR ITSELF AND AS
AGENT FOR CERTAIN PARTICIPANTS
By:/s/Dennis Grove(SEAL)
Name:Dennis Grove
Title:Credit Manager
ACKNOWLEDGMENT
Receipt of the above Agreement and authorization and instruction to pay
GENERAL ELECTRIC CAPITAL CORPORATION, FOR ITSELF AND AS AGENT FOR CERTAIN
PARTICIPANTS ("Lessor"), is hereby acknowledged and accepted; and for
valuable consideration the undersigned agrees (1) not to offset against any
such payment to Lessor any amount owed by any other person to the
undersigned; (2) not to issue a replacement for the Certificates or otherwise
to take any action with respect to the Certificates inconsistent with the
security interest of Lessor without the express written consent of Lessor;
(3) to pay to Lessee, by wire transfer to such account as may be specified in
writing by Lessee, by wire transfer to such account as may be specified in
writing by Lessee, from time to time, all interest accruing with respect to
the Certificates, unless and until Lessor provides written notice to us of
the occurrence of an Event of Default, and (without the prior written consent
of Lessor) not to pay to Lessee any other funds now or hereafter represented
by the Certificates or to honor any instructions received from Lessee with
respect to the Certificates; and (4) to pay to Lessor any and all funds now
or hereafter represented by the Certificates upon demand by Lessor in
accordance with the terms of the Certificates. Our records reflect no other
assignment of the described Certificates. The present balance of all funds
represented by the Certificates is $15,000,000.00.
The undersigned agrees to provide a written computation of the interest
payments made to Lessee hereunder not later than two (2) days after any such
payment, such to be sent to: Ms. Donna Kramer, Northeast Utilities Service
Company, P.O. Box 270, Hartford, Connecticut 06141-0270.
KEYBANK NATIONAL ASSOCIATION
Financial Institution
By:/s/Gerald N. Scalzetto(SEAL)
Name:Gerald N. Scalzetto
Title:Vice President
Schedule A to Collateral Assignment Agreement
Certificate of Deposit No. 20733150 in the original principal amount of
$7,500,000.00; issue date: September 3, 1997; initial maturity date: March
3, 1998, term renewing per instruction of Lessor.
Certificate of Deposit No. 20733168 in the original principal amount of
$7,500,000.00; issue date: September 3, 1997; initial maturity date: March
3, 1998, term renewing per instruction of Lessor.