Exhibit 4.2.24.3
AMENDMENT NO. 1
to the
STANDBY BOND PURCHASE AGREEMENT
AMENDMENT NO. 1, dated January 21, 1998 ("Amendment No. 1"), to the Standby
Bond Purchase Agreement, dated January 23, 1997 (the "Original Agreement"),
among THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and
existing and qualified to do business as a public utility in the State of
Connecticut (the "Company"), SOCIETE GENERALE, a banking corporation
organized under the laws of France, acting though its New York Branch (the
"Bank"), and STATE STREET BANK AND TRUST COMPANY, a national banking
association, as successor trustee under the Indenture referred to below
(including any successor trustee, the "Trustee").
W I T N E S S E T H:
WHEREAS, the liquidity facility (the "Liquidity Facility") provided by the
Bank pursuant to the Original Agreement is scheduled to expire on January 21,
1998;
WHEREAS, the Company has requested that the Bank extend the Stated Expiration
Date for an additional 364-day period (the "First Extension"), and the Bank
has agreed to do so on the terms and conditions contained herein and, to the
extent applicable and not superseded by this Amendment No. 1, according to
the terms and conditions of the Original Agreement;
WHEREAS, certain conditions precedent to the effectiveness of this Amendment
No. 1 have been or will be fulfilled to the satisfaction of the Bank and its
counsel as of the date of this Amendment No. 1;
NOW, THEREFORE, in consideration of the premises herein contained, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms
used herein shall have the same respective meanings as in the Original
Agreement. From and after the date of this Amendment No. 1, the term
"Agreement" shall be deemed to mean the Original Agreement as amended by this
Amendment No. 1.
2. Extension of Stated Expiration Date. The Stated Expiration Date is
hereby extended for an additional 364-day period, to expire on January 19,
1999, and the definition of "Stated Expiration Date" contained in Section 1.1
of the Original Agreement is hereby amended accordingly. The Bank Purchase
Period means the period from the date of this Amendment No. 1 to and
including the earliest of (a) the Stated Expiration Date then in effect, (b)
the close of business on the fifth Business Day following the Conversion Date
on which all of the Bonds shall have been converted to a Fixed Rate or a
Multiannual Rate (provided, however, that if less than all of the Bonds shall
have been converted to a Fixed Rate or Multiannual Rate, the Bank's Available
Commitment shall extend only to those Bonds not bearing interest at the Fixed
Rate or the Multiannual Rate), (c) the fifth Business Day following the
mandatory tender for purchase in connection with a Substitution Date, or (d)
the Purchase Termination Date.
3. Representations and Warranties. The Company hereby represents and
warrants that all of the representations and warranties contained in Article
5 of the Original Agreement are true and correct, including any statements
made regarding the Related Documents as they may have been or will be
amended, supplemented or otherwise modified in connection with this First
Extension, as of the date hereof (except that the dates contained in Section
5.5 shall be deemed to refer to the end of the Company's most recently
completed fiscal year and most recently completed fiscal quarter,
respectively). The Company further represents and warrants that no Event of
Default or Event of Termination has occurred or is occurring, and that no
event has occurred which, with notice or the lapse of time or both, would
become an Event of Default or Event of Termination, as the case may be.
4. Specific Amendments.
(a) Section 2.5 of the Original Agreement is hereby amended in part to
correct a typographical error at Level 2 and should now read as follows:
Level 2 0.125%
(b) Section 1.1 is hereby amended in part to correct a typographical error
and should now read as follows:
""Claim" has the meaning set forth in Section 6.8."
5. Conditions Precedent to the Effectiveness of this Amendment No. 1. The
Bank's obligation to enter into and perform its obligations under this
Amendment No. 1 is subject to the fulfillment, to the satisfaction of the
Bank and its counsel, of each of the following conditions as of the date of
this Amendment No. 1:
(a) The Act; the Resolution. Neither the Act nor the Resolution shall have
been revoked or rescinded, or modified or amended in any material respect
adverse to the interests of the Bank or the holders of the Bonds.
(b) Receipt of Documents. The Bank shall have received an executed copy of
this Amendment No. 1 as well as any other documents and instruments as the
Bank shall reasonably request.
(c) Certificate. The Bank shall have received a certificate from the
Company, dated the date of this Agreement and duly executed by an Authorized
Officer, stating that on and as of the date thereof, except as otherwise
disclosed to the Bank as of the date of this Amendment No. 1:
(i) the Company has obtained all consents, permits, licenses and approvals
of, has made all registrations and declarations with, and has taken all other
actions with respect to, governmental authorities required under law to be
obtained, made or taken by the Company, to maintain the Bonds and to execute,
deliver and perform this Amendment No. 1.;
(ii) that the Insurance Policy is currently effective and provides for (i)
the payment of interest on the Bank Bonds at the Bank Rate and (ii)
amortization of the Bank Bonds in equal semi-annual installments during the
Amortization Period.
(iii) to the best knowledge of the Authorized Officer executing the
certificate, no Event of Default or event which, with the giving of notice or
the passage of time or both would constitute an Event of Default, has
occurred or would occur after giving effect to the issuance of the Bonds or
this Amendment No. 1.;
(iv) all representations and warranties of the Company set forth in the
Original Agreement and the Related Documents to which the Company is a party
are true and correct in all material respects, except to the extent that any
such representation or warranty relates solely to a prior date;
(v) the Company is not in default of its obligations under this Amendment
No. 1 or the Original Agreement or any of the Related Documents to which it
is a party;
(vi) except for any pending or threatened action, suit, investigation or
proceeding disclosed in the Reoffering Circular or otherwise disclosed to the
Bank in writing prior to the date hereof (as to which certification is not
being made), there is no action, suit, investigation or proceeding pending
or, to the best knowledge of the Authorized Officer executing the
certificate, threatened (A) in connection with the Bonds, the replacement of
the Letter of Credit, the Original Agreement, this Amendment No. 1 or any of
the other transactions contemplated by this Amendment No. 1 or the Related
Documents, or (B) against or affecting the Company, the result of which is
reasonably likely to have a materially adverse effect on the business,
financial condition or operations of the Company or the ability of the
Company to perform or observe any of its duties, liabilities or obligations
under this Amendment No. 1 or any of the Related Documents.
(d) Proceedings and Certifications. The Bank shall have received a copy,
certified by an Authorized Officer, of all proceedings taken by the Company
authorizing the transactions hereunder and contemplated hereby, including,
without limitation, the execution and delivery of this Amendment No. 1 and
all other documents and agreements contemplated hereby, together with such
other certifications as to matters of fact as shall reasonably be requested
by the Bank or its counsel.
(e) Incumbency Certificate. The Bank shall have received a certificate of
the Secretary or Assistant Secretary of the Company certifying the names and
true signatures of the officials of the Company authorized to sign this
Amendment No. 1 and the other documents to be delivered by the Company
hereunder, and shall also cover such other matters incident to the
transactions contemplated by this Agreement as the Bank or its counsel may
request.
(f) Opinion of Company Counsel. The Bank shall have received an opinion
addressed to it of Day, Berry & Howard, counsel to the Company, dated the
closing date on which the extension of the Liquidity Facility provided by
this Amendment No. 1 shall have become effective, in form and substance
satisfactory to the Bank and its counsel.
(g) Other Documents, Etc. The Bank shall have received such other
documents, certificates, and opinions as the Bank or its counsel may
reasonably request, including, without limitation, organizational documents
of the Authority, the Company, and the Bond Insurer, and all matters relating
to this Amendment No. 1 and the Bonds shall be satisfactory to the Bank.
6. Fees and Expenses.
(a) Expenses Relating to Amendment No. 1. The Company hereby agrees to pay
all costs and expenses of the Bank (including, without limitation, reasonable
attorneys' fees and disbursements, but excluding overhead and other internal
costs of the Bank) in connection with the negotiation, preparation, review,
execution and delivery of this Amendment No. 1. The Company hereby also
agrees to pay on demand all costs and expenses paid or incurred by the Bank,
if any, in connection with the enforcement of this Amendment No. 1 and in
connection the amendment or enforcement of any Related Documents, and the
protection of the rights of the Bank hereunder and thereunder (including
reasonable counsel fees and disbursements but excluding overhead and other
internal costs of the Bank).
(b) Amendment and Extension Fee. The Company hereby also agrees
to pay a one time amendment and extension fee (the "Amendment and Extension
Fee"), calculated at 7.5 basis points on the total Liquidity Facility amount
of sixty-two million nine hundred eighteen thousand dollars ($62,918,000) for
a total Amendment and Extension Fee of forty-seven thousand one hundred
eighty-eight dollars and fifty cents ($47,188.50).
7. Continued Effectiveness. This Amendment No. 1 is to be narrowly
construed. Except as expressly amended by this Amendment No. 1, all terms
and provisions of the Original Agreement are and shall continue in full force
and effect.
8. Governing Law. This Amendment No. 1 shall be governed by, and construed
in accordance with, the laws of the State of New York.
9. Counterparts. This Amendment No. 1 may be executed by the parties
hereto in any number of counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered by their respective officers thereunto authorized
as of the date first written above.
THE CONNECTICUT LIGHT AND POWER
COMPANY
By: s/s David R. McHale
Name: David R. McHale
Title: Assistant Treasurer-Finance
SOCIETE GENERALE, New York Branch
By: s/s Gordon Eadon
Name: Gordon Eadon
Title: Vice President
STATE STREET BANK AND TRUST COMPANY, as Trustee
By: s/s Kathy Larimore
Name: Kathy Larimore
Title: Assistant Vice President