EXECUTION COPY
SECOND AMENDMENT AND WAIVER
Dated as of September 11, 1998
This SECOND AMENDMENT AND WAIVER dated as of September 11, 1998
(the "Amendment") among NORTHEAST UTILITIES ("NU"), THE CONNECTICUT LIGHT AND
POWER COMPANY ("CL&P") and WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO";
NU, CL&P AND WMECO, each being a "Borrower", and collectively, the
"Borrowers"), the various financial institutions listed on the signature
pages hereto and CITIBANK, N.A., as administrative agent and collateral agent
(the "Administrative Agent").
WHEREAS, the Borrowers, certain Banks and the Administrative Agent
have entered into a Credit Agreement dated as of November 21, 1996, as
amended by the First Amendment and Waiver dated as of May 30, 1997 (such
Credit Agreement, as so amended and as otherwise amended, supplemented or
otherwise modified through the date hereof, the "Credit Agreement";
capitalized terms used herein unless otherwise defined herein shall have the
meanings set forth in the Credit Agreement);
WHEREAS, the Borrowers and the Majority Lenders have agreed to
further amend the Credit Agreement and to waive compliance with the common
equity ratio covenant set forth in Section 7.03(a) of the Credit Agreement
and the interest coverage ratio covenant set forth in Section 7.03(b) of the
Credit Agreement by NU, CL&P and WMECO, in each case, as hereinafter set
forth;
NOW THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
SECTION 1. Waiver. Subject to the satisfaction of the conditions
precedent in Section 3(a) hereof, in the event that the Borrowers do not
obtain the approval from the Securities and Exchange Commission required as a
condition precedent to the effectiveness of Section 2 of this Amendment on or
before September 30, 1998, the Lenders hereby waive compliance by NU, CL&P
and WMECO with (a) the interest coverage ratio covenant set forth in Section
7.03(b) of the Credit Agreement in respect of the Fiscal Quarter ended
September 30, 1998 and (b) the common equity ratio covenant set forth in
Section 7.03(a) of the Credit Agreement, in each case, until the earlier of
(i) the next Business Day following the date of receipt by the Borrowers of
the order granting such approval from the Securities and Exchange Commission
and (ii) December 30, 1998.
SECTION 2. Amendment of Credit Agreement. (a) Section 7.03(a) (the
Common Equity Ratio) of the Credit Agreement is amended to delete the table
therein in its entirety and substitute therefor the following table:
Borrower
Period NU (Consolidated) CL&P WMECO
9/11/98 and 0.31:1.00 0.31:1.00 0.31:1.00
thereafter
(b) Section 7.03(b) (the Interest Coverage Ratio) of the Credit
Agreement is amended to delete the table therein in its entirety and
substitute therefor the following table:
Borrower
Period NU(Consolidated) CL&P WMECO
7/1/98
through 9/30/98 1.75:1.00 1.25:1.00 1.25:1.00
10/1/98
through 12/31/98 2.00:1.00 1.35:1.00 1.35:1.00
1/1/99
through 3/31/99 2.00:1.00 1.75:1.00 1.75:1.00
4/1/99
and thereafter 2.00:1.00 2.00:1.00 2.00:1.00
SECTION 3. Conditions of Effectiveness. (a) Each Section of this
Amendment other than Section 2 hereof shall become effective (the "Waiver
Effective Date") as of the date first above written, when, and only when the
Administrative Agent shall have received counterparts of this Amendment duly
executed by each Borrower and by the Majority Lenders (defined in the Credit
Agreement as Lenders who, collectively, on the date hereof, have Commitment
Percentages in the aggregate of at least 66-2/3%) or, as to any of the Lenders,
advice satisfactory to the Administrative Agent that such Lender has executed
this Amendment.
(b) Section 2 of this Amendment shall become effective (the "Amendment
Effective Date") as of the date first above written, when the following shall
have occurred:
(i) the conditions precedent set forth in Section 3(a) hereof
shall have been satisfied; and
(ii) the Administrative Agent shall have received a copy of the
order issued by the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935 approving the Amendment and the
transactions contemplated hereby.
SECTION 4. Representations and Warranties of the Borrowers. Each
Borrower represents and warrants as follows:
(a) the representations and warranties of such Borrower contained
in Section 6.01 of the Credit Agreement are correct, in all material
respects, on and as of the date hereof after giving effect to the waiver
in Section 1 hereof and, on the Amendment Effective Date, as of such
date after giving effect to this Amendment; and
(b) no Event of Default or Unmatured Default with respect to such
Borrower has occurred and is continuing under the Credit Agreement after
giving effect to the waiver in Section 1 hereof and, on the Amendment
Effective Date, as of such date after giving effect to this Amendment.
SECTION 5. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of this Amendment, on and after the date hereof,
reference in the Loan Documents (as defined in the Credit Agreement) to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) Except as specifically amended above, the Credit Agreement and
the other Loan Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided in Sections 1 and 2 hereof, operate
as a waiver of any right, power or remedy of any Lender or the Administrative
Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
SECTION 6. Costs, Expenses and Taxes. The Borrowers agree to pay
on demand all costs and expenses of the Administrative Agent in connection
with the preparation, execution, delivery and administration, modification
and amendment of this Amendment and any other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel to the Administrative Agent) in accordance with the terms
of Section 10.04 of the Credit Agreement.
SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
SECTION 9. Limitation of Liability. No shareholder or trustee of
NU shall be held to any liability whatever for the payment of any sum of
money or for damages or otherwise under this Amendment, and this Amendment
shall not be enforceable against any such trustee in their or his or her
individual capacities or capacity and this Amendment shall be enforceable
against the trustees of NU only as such, and every person, firm, association,
trust or corporation having any claim or demand arising under this Amendment
and relating to NU, its shareholders or trustees shall look solely to the
trust estate of NU for the payment or satisfaction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
NORTHEAST UTILITIES
By: /s/▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /s/▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
CITIBANK, N.A.
as Administrative Agent, Collateral
Agent and Lender
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Managing Director
TORONTO DOMINION (NEW YORK), INC.,
as Co-Agent and Lender
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK,
as Co-Agent and Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
CIBC INC.
as Co-Agent and Lender
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Agent and Lender
By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
BANKBOSTON, N.A.,
as Lender
Name:
Title:
BARCLAYS BANK PLC,
as Lender
By: /s/Sydney ▇. ▇▇▇▇▇▇
Title: Director
MELLON BANK, N.A.
as Lender
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
UBS AG, NEW YORK BRANCH, as Lender
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Director
By: /s/▇▇▇ ▇. ▇▇▇▇▇
Title: Director
UBS AG, STANFORD BRANCH, as Lender
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Associate Director
THE YASUDA TRUST AND BANKING CO., LTD.,
NEW YORK BRANCH,
as Lender
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/▇▇▇▇▇ ▇. DiNapoll
Title: Vice President
