P&D DRAFT
3/23/01
CONNECTICUT RRB SPECIAL PURPOSE TRUST CL&P-1
RATE REDUCTION CERTIFICATES
CL&P FUNDING LLC
THE CONNECTICUT LIGHT AND POWER COMPANY
UNDERWRITING AGREEMENT
New York, New York
March __, 2001
To the Representatives named in Schedule I
hereto of the Underwriters named in
Schedule II hereto
Ladies and Gentlemen:
1. INTRODUCTION. Connecticut RRB Special Purpose Trust CL&P-1, a
Delaware business trust to be formed (the "Trust"), will sell to the
underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, the principal amount of
Connecticut RRB Special Purpose Trust CL&P-1 Rate Reduction Certificates
identified in Schedule I hereto (the "Certificates"). If the firm or firms
listed in Schedule I hereto include only the firm or firms listed in Schedule II
hereto, then the terms "Underwriters" and "Representatives," as used herein,
shall each be deemed to refer to such firm or firms.
The Trust will be formed pursuant to a Declaration of Trust to be dated
prior to the Closing Date (as hereinafter defined) (the "Declaration of Trust"),
by First Union Trust Company, National Association, as Delaware Trustee (the
"Delaware Trustee"), and the State of Connecticut acting through the office of
the State Treasurer (the "Financing Authority"), acting as settlor thereunder
pursuant to Connecticut General Statutes ss. 16-245 (the "Statute"). The
Certificates will be issued pursuant to a Certificate Indenture dated as of
March __, 2001 (the "Certificate Indenture"), between the Trust, the Delaware
Trustee and First Union Trust Company, National Association, as Certificate
Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely
of the CL&P Funding LLC Notes (the "Notes"), issued by CL&P Funding LLC, a
Delaware limited liability company (the "Note Issuer"), and the payments
received with respect thereto. The Notes will be issued pursuant to a Note
Indenture dated as of March __, 2001 (the "Note Indenture"), between the Note
Issuer and First Union Trust Company, National Association, as Note Trustee (the
"Note Trustee"), and purchased by the Trust pursuant to a Note Purchase
Agreement dated as of March __, 2001 (the "Note Purchase Agreement"), between
the Note Issuer and the Trust. Each Class of Certificates will correspond to a
Class of Notes and will represent fractional undivided beneficial interests in
such underlying Class of Notes (and, in the case of any floating rate Class of
Certificates, a swap agreement) and the proceeds thereof. The Notes will be
secured primarily by, and will be payable from, the Transition Property
described in the Issuance Advice Letter. Such Transition Property will be sold
to the Note Issuer by The Connecticut Light and Power Company, a Connecticut
corporation (the "Company"), pursuant to a Transition Property Purchase and Sale
Agreement dated as of March __, 2001 (the "Sale Agreement"), between the
Company, as Seller, and the Note Issuer. The Transition Property will be
serviced pursuant to a Transition Property Servicing Agreement dated as of March
__, 2001 (as amended and supplemented from time to time, the "Servicing
Agreement"), between the Company, as Servicer, and the Note Issuer.
Capitalized terms used and not otherwise defined herein shall have the
respective meanings given to them in the Note Indenture.
2. Representations and Warranties.
(a) Each of the Company and the Note Issuer represents
and warrants to, and agrees with, each Underwriter as set forth below
in this Section 2(a). Certain terms used in this Underwriting Agreement
are defined in paragraph (iii) below.
(i) If the offering of the Certificates is a
Delayed Offering (as specified in Schedule I hereto),
paragraph (A) below is applicable and, if the offering of the
Certificates is a Non-Delayed Offering (as so specified),
paragraph (B) below is applicable.
(A) The Note Issuer, the Notes and the
Certificates meet the requirements for the use of
Form S-3 and Rule 415 under the Securities Act of
1933, as amended (the "Act"), and the Note Issuer has
filed with the Securities and Exchange Commission
(the "SEC") a registration statement (file number
333-53866) on such Form, including a basic
prospectus, for registration under the Act of the
offering and sale of the Certificates. The Note
Issuer may have filed one or more amendments thereto,
and may have used a Preliminary Final Prospectus,
each of which has previously been furnished to you.
Such registration statement, as so amended, and in
the form heretofore delivered to you, has become
effective. The offering of the Certificates is a
Delayed Offering and, although the Basic Prospectus
may not include all the information with respect to
the Certificates and the offering thereof required by
the Act and the rules thereunder to be included in
the Final Prospectus, the Basic Prospectus includes
all such information required by the Act and the
rules thereunder to be included therein as of the
Effective Date. The Note Issuer will next file with
the SEC pursuant to Rules 415 and 424(b)(2) or (5) a
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final supplement to the form of prospectus included
in such registration statement relating to the
Certificates and the offering thereof. As filed, such
final prospectus supplement shall include all
required information with respect to the Certificates
and the offering thereof and, except to the extent
the Representatives shall agree in writing to a
modification, shall be in all substantive respects in
the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution
Time, shall contain only such specific additional
information and other changes (beyond that contained
in the Basic Prospectus and any Preliminary Final
Prospectus) as the Note Issuer has advised you, prior
to the Execution Time, will be included or made
therein.
(B) The Note Issuer, the Notes and the
Certificates meet the requirements for the use of
Form S-3 and Rule 415 under the Act and the Note
Issuer has filed with the SEC a registration
statement (file number 333-53866) on such Form,
including a basic prospectus, for registration under
the Act of the offering and sale of the Certificates.
The Note Issuer may have filed one or more amendments
thereto, including a Preliminary Final Prospectus in
accordance with Rule 424(a), each of which has
previously been furnished to you. The Note Issuer
will next file with the SEC either (x) a final
prospectus supplement relating to the Certificates in
accordance with Rules 430A and 424(b)(1) or (4), or
(y) prior to the effectiveness of such registration
statement, an amendment to such registration
statement, including the form of final prospectus
supplement. In the case of clause (x), the Note
Issuer has included in such registration statement,
as amended at the Effective Date, all information
(other than Rule 430A Information) required by the
Act and the rules thereunder to be included in the
Final Prospectus with respect to the Certificates and
the offering thereof. As filed, such final prospectus
supplement or such amendment and form of final
prospectus supplement shall contain all Rule 430A
Information, together with all other such required
information, with respect to the Certificates and the
offering thereof and, except to the extent the
Representatives shall agree in writing to a
modification, shall be in all substantive respects in
the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution
Time, shall contain only such specific additional
information and other changes (beyond that contained
in the Basic Prospectus and any Preliminary Final
Prospectus) as the Note Issuer has advised you, prior
to the Execution Time, will be included or made
therein.
(ii) On the Effective Date, the Registration
Statement did or will, and when the Final Prospectus is first
filed (if required) in accordance with Rule 424(b) and on the
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Closing Date, the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the
applicable requirements of the Act, the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act")
and the respective rules thereunder; on the Effective Date,
the Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Note Indenture and
the Certificate Indenture did or will comply in all material
respects with the requirements of the Trust Indenture Act and
the rules and regulations thereunder; and, on the Effective
Date, the Final Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final
Prospectus (together with any supplement thereto) will not,
include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that
neither the Note Issuer nor the Company makes any
representations or warranties as to (A) that part of the
Registration Statement which shall constitute the Statements
of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Note Trustee and the Certificate Trustee
or (B) the information contained in or omitted from the
Registration Statement or the Final Prospectus (or any
supplement thereto) under the heading "Underwriting" in
reliance upon and in conformity with information furnished in
writing to the Note Issuer by or on behalf of any Underwriter
through the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any
supplement thereto), as specified in Section 8(b) of this
Agreement. No stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted.
(iii) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term
"Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments
thereto became or become effective and each date after the
date hereof on which a document incorporated by reference in
the Registration Statement is filed. "Execution Time" shall
mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Basic Prospectus" shall mean
the prospectus referred to in paragraph (a)(i) above contained
in the Registration Statement at the Effective Date including,
in the case of a Non-Delayed Offering, any Preliminary Final
Prospectus. "Preliminary Final Prospectus" shall mean any
preliminary prospectus supplement to the Basic Prospectus
which describes the Certificates and the offering thereof and
is used prior to filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus supplement relating to
the Certificates that is first filed pursuant to Rule 424(b)
after the Execution Time, together with the Basic Prospectus
or, if, in the case of a Non-Delayed Offering, no filing
pursuant to Rule 424(b) is required, shall mean the form of
final prospectus relating to the Certificates, including the
Basic Prospectus, included in the Registration Statement at
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the Effective Date. "Registration Statement" shall mean the
registration statement referred to in paragraph (a)(i) above,
including all incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall
become effective) and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date
(as hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective
Date as provided by Rule 430A. "Rule 415," "Rule 424," "Rule
430A" and "Regulation S-K" refer to such rules or regulation
under the Act. "Rule 430A Information" means information with
respect to the Certificates and the offering thereof permitted
to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A. Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under
the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend," "amendment" or "supplement" with respect to
the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated
therein by reference. A "Non-Delayed Offering" shall mean an
offering of Certificates which is intended to commence
promptly after the effective date of a registration statement,
with the result that, pursuant to Rules 415 and 430A, all
information (other than Rule 430A Information) with respect to
the Certificates so offered must be included in such
registration statement at the effective date thereof. A
"Delayed Offering" shall mean an offering of Certificates
pursuant to Rule 415 which does not commence promptly after
the effective date of a registration statement, with the
result that only information required pursuant to Rule 415
need be included in such registration statement at the
effective date thereof with respect to the Certificates so
offered. Whether the offering of the Certificates is a
Non-Delayed Offering or a Delayed Offering shall be set forth
in SCHEDULE I hereto.
3. PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Trust
will sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Trust, at the purchase price for each class of
Certificates set forth in SCHEDULE II hereto, the respective principal amount of
each class of Certificates set forth opposite the name of each Underwriter on
SCHEDULE II hereto. Simultaneously with the execution and delivery of this
Agreement, and as a condition precedent to the effectiveness of this Agreement,
the Financing Authority will deliver to the Company, the Note Issuer and the
Representatives an executed copy of the certificate attached hereto as APPENDIX
A.
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4. DELIVERY AND PAYMENT. Delivery of and payment for the
Certificates shall be made at 9:00 AM Eastern Time on March __, 2001 (or such
later date not later than five business days after such specified date as the
Representatives shall designate), which date and time may be postponed by
agreement between the Representatives and the Note Issuer or as provided in
Section 9 hereof (such date and time of delivery and payment for the
Certificates being herein called the "Closing Date"). Delivery of the
Certificates shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to the Trust by wire transfer of
immediately available funds in U.S. dollars. Delivery of the Certificates shall
be made at such location as the Representatives shall reasonably designate at
least one business day in advance of the Closing Date. The Certificates to be so
delivered shall be initially represented by Certificates registered in the name
of Cede & Co., as nominee of The Depository Trust Company ("DTC"). The interests
of beneficial owners of the Certificates will be represented by book entries on
the records of DTC and participating members thereof. Definitive Certificates
will be available only under limited circumstances described in the Final
Prospectus.
The Trust will have the Certificates available for inspection, checking
and packaging by the Representatives in New York, New York, not later than 1:00
PM (Eastern Time) on the business day prior to the Closing Date.
5. COVENANTS.
(a) COVENANTS OF THE NOTE ISSUER. The Note Issuer
covenants and agrees with the several Underwriters that:
(i) The Note Issuer will use its best efforts to
cause the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, to become
effective. Prior to the termination of the offering of the
Certificates, the Note Issuer will not file any amendment of
the Registration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the Basic
Prospectus unless the Note Issuer has furnished you a copy for
your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, the Note Issuer
will cause the Final Prospectus, properly completed in a form
approved by you, and any supplement thereto to be filed with
the SEC pursuant to the applicable paragraph of Rule 424(b)
within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The
Note Issuer will promptly advise the Representatives (A) when
the Registration Statement, if not effective at the Execution
Time, and any amendment thereto, shall have become effective,
(B) when the Final Prospectus, and any supplement thereto,
shall have been filed with the SEC pursuant to Rule 424(b),
(C) when, prior to termination of the offering of the
Certificates, any amendment to the Registration Statement
shall have been filed or become effective, (D) of any request
by the SEC for any amendment of the Registration Statement or
supplement to the Final Prospectus or for any additional
information, (E) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or
the institution or threatening of any proceeding for that
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purpose and (F) of the receipt by the Note Issuer of any
notification with respect to the suspension of the
qualification of the Certificates for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose. The Note Issuer will use its best efforts to prevent
the issuance of any such stop order and, if issued, to obtain
as soon as possible the withdrawal thereof.
(ii) If, at any time when a prospectus relating
to the Certificates is required to be delivered under the Act,
any event occurs as a result of which the Final Prospectus as
then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances
under which they were made not misleading, or if it shall be
necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange
Act or the respective rules thereunder, the Note Issuer
promptly will (A) prepare and file with the SEC, subject to
the second sentence of paragraph (a)(i) of this Section 5, an
amendment or supplement which will correct such statement or
omission or effect such compliance and (B) supply any
supplemented Prospectus to you in such quantities as you may
reasonably request.
(iii) As soon as practicable, the Note Issuer will
use its reasonable efforts to cause the Trust to make
generally available to the Certificateholders and the
Representatives an earnings statement or statements of the
Trust which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(iv) The Note Issuer will furnish to the
Representatives and counsel for the Underwriters, without
charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, as many
copies of any Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the Representatives
may reasonably request. The Note Issuer shall furnish or cause
to be furnished to the Representatives copies of all reports
required by Rule 463 under the Act. The Note Issuer will pay
the expenses of printing or other production of all documents
relating to the offering.
(v) The Note Issuer will arrange for the
qualification of the Certificates for sale under the laws of
such jurisdictions as the Representatives may designate, will
maintain such qualifications in effect so long as required for
the distribution of the Certificates or requested by the
Representatives and will arrange for the determination of the
legality of the Certificates for purchase by institutional
investors; provided, however, that in no event shall the Note
Issuer be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the
Certificates, in any jurisdiction where it is not now so
subject.
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(vi) Until 90 days after the date hereof, the
Note Issuer will not, without the written consent of the
Representatives, offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offering
of, any asset-backed securities of a trust or other special
purpose vehicle (other than the Notes and the Certificates).
(vii) For a period from the date of this Agreement
until the retirement of the Certificates or until such time as
the Underwriters shall cease to maintain a secondary market in
the Certificates, whichever occurs first, the Note Issuer will
deliver to the Representatives the annual statements of
compliance and the annual independent auditor's servicing
reports furnished to the Note Issuer or the Note Trustee
pursuant to the Servicing Agreement or the Note Indenture, as
applicable, as soon as such statements and reports are
furnished to the Note Issuer or the Note Trustee.
(viii) So long as any of the Certificates are
outstanding, the Note Issuer will furnish to the
Representatives (A) as soon as available, a copy of each
report of the Note Issuer or the Trust filed with the SEC
under the Exchange Act, or mailed to Certificateholders, (B) a
copy of any filings with the Connecticut Department of Public
Utility Control ("DPUC") pursuant to the Financing Order,
including, but not limited to, any True-Up Letters, and (iii)
from time to time, any information concerning the Company, the
Note Issuer or the Trust, as the Representatives may
reasonably request.
(ix) To the extent, if any, that any rating
necessary to satisfy the condition set forth in Section 6(r)
of this Agreement is conditioned upon the furnishing of
documents or the taking of other actions by the Note Issuer on
or after the Closing Date, the Note Issuer shall furnish such
documents and take such other actions.
(b) COVENANTS OF THE COMPANY. The Company covenants and
agrees with the several Underwriters that, to the extent that the Note
Issuer has not already performed such act pursuant to Section 5(a):
(i) The Company will use its best efforts to
cause the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, to become
effective. The Company will use its best efforts to prevent
the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement and, if issued, to
obtain as soon as possible the withdrawal thereof.
(ii) The Company will cause the proceeds from the
sale of the Transition Property to be applied for the purposes
permitted by the Finance Order and described in the Prospectus
including under the caption "Use of Proceeds."
(iii) Until 90 days after the date hereof, the
Company will not, without the written consent of the
Representatives, offer, sell or contract to sell, or otherwise
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dispose of, directly or indirectly, or announce the offering
of, any asset-backed securities of a trust or other special
purpose vehicle (other than the Notes and the Certificates).
(iv) So long as any of the Certificates are
outstanding and the Company is the Servicer, the Company will
furnish to the Representatives (A) as soon as available, a
copy of each report of the Trust filed with the SEC under the
Exchange Act, or mailed to Certificateholders, (B) a copy of
any filings with the DPUC pursuant to the Financing Order,
including, but not limited to, any True-Up Letters, and (C)
from time to time, any information concerning the Company, the
Note Issuer or the Trust, as the Representatives may
reasonably request.
(v) To the extent, if any, that any rating
necessary to satisfy the condition set forth in Section 6(r)
of this Agreement is conditioned upon the furnishing of
documents or the taking of other actions by the Company on or
after the Closing Date, the Company shall furnish such
documents and take such other actions.
(vi) If, at any time when a prospectus relating
to the Certificates is required to be delivered under the Act,
any event occurs as a result of which the Final Prospectus as
then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances
under which they were made not misleading, or if it shall be
necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange
Act or the respective rules thereunder, the Company at the
Note Issuer's expense promptly will (A) prepare and file with
the SEC, subject to the second sentence of paragraph (a)(i) of
this Section 5, an amendment or supplement which will correct
such statement or omission or effect such compliance and (B)
supply any supplemented Prospectus to you in such quantities
as you may reasonably request.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase the Certificates shall be subject to
the accuracy of the representations and warranties on the part of the Note
Issuer and the Company contained herein as of the Execution Time and the Closing
Date and on the part of the Company contained in Article III of the Sale
Agreement and in Section 6.01 of the Servicing Agreement as of the Closing Date,
to the accuracy of the statements of the Note Issuer, the Company and the Trust
made in any certificates pursuant to the provisions hereof, to the performance
by the Note Issuer, the Company and the Trust of their obligations hereunder to
be performed on or prior to the Closing Date and to the following additional
conditions:
(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the Representatives agree
in writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 PM Eastern Time, on the date of
determination of the public offering price, if such determination
occurred at or prior to 3:00 PM Eastern Time on such date, or (ii)
12:00 Noon Eastern Time on the business day following the day on which
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the public offering price was determined, if such determination
occurred after 3:00 PM Eastern Time on such date; if filing of the
Final Prospectus, or any supplement thereto, is required pursuant to
Rule 424(b), the Final Prospectus, and any such supplement, shall have
been filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Representatives shall have received opinions of
counsel for the Company, portions of which may be delivered by Day,
▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside counsel for the Company, and portions of
which may be delivered by in-house counsel for the Company, as the
Representatives may agree, each dated the Closing Date, in form and
substance reasonably satisfactory to the Representatives, to the effect
that:
(i) the Company is a validly existing
corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized and has all
requisite corporate power and authority and all franchises,
licenses and permits necessary to own its properties, conduct
its business as presently conducted and as described in the
Registration Statement and the Prospectus, and to execute,
deliver and perform its obligations under this Agreement, the
Sale Agreement, the Servicing Agreement and the Administration
Agreement;
(ii) the Sale Agreement, the Servicing Agreement
and the Administration Agreement have been duly authorized,
executed and delivered by, and constitute legal, valid and
binding instruments enforceable against the Company in
accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws or equitable principles
affecting creditors' rights generally from time to time in
effect);
(iii) to the knowledge of such counsel, there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company or any of its affiliates of a
character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final
Prospectus, and there is no franchise, contract or other
document of a character required to be described in the
Registration Statement or the Final Prospectus, or to be filed
as an exhibit to the Registration Statement, which is not
described or filed as required;
(iv) this Agreement has been duly authorized,
executed and delivered by the Company;
(v) no consent, approval, authorization or order
of any Connecticut or federal court or governmental agency or
body or by the holders of the outstanding shares of capital
stock of the Company is required to be obtained by the Company
for the consummation of the transactions contemplated herein,
except such as have been obtained under the Statute, the DPUC
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Regulations (as defined in Section 1.01 of the Servicing
Agreement), the Public Utility Holding Company Act of 1935, as
amended (the "1935 Act") and the Act and such as may be
required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the
Certificates by the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
(vi) neither the execution and delivery of this
Agreement, the Sale Agreement, the Servicing Agreement, the
Administration Agreement nor the consummation of the
transactions contemplated by this Agreement, the Sale
Agreement, the Servicing Agreement or the Administration
Agreement nor the fulfillment of the terms of this Agreement,
the Sale Agreement, the Servicing Agreement or the
Administration Agreement by the Company, will (A) conflict
with, result in any breach of any of the terms or provisions
of, or constitute (with or without notice or lapse of time) a
default under the articles of incorporation, bylaws or other
organizational documents of the Company, or conflict with or
breach any of the material terms or provisions of, or
constitute (with or without notice or lapse of time) a default
under, any indenture, material agreement or other material
instrument filed as an Exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000 (or
if not yet due and not yet filed, December 31, 1999) or any
Form 10-Q or Form 8-K of the Company filed subsequent to such
date, (B) result in the creation or imposition of any lien
upon any properties of the Company pursuant to the terms of
any such indenture, agreement or other instrument (other than
as contemplated by the Basic Documents and Section 16-245k(g)
of the Statute), or (C) violate any Connecticut or federal law
or any order, rule or regulation applicable to the Company of
any Connecticut or federal court or regulatory body,
administrative agency or other governmental instrumentality
having jurisdiction over the Company, or any of its
properties;
(vii) upon the delivery of the fully executed Sale
Agreement to the Note Issuer and the payment of the purchase
price of the Transition Property by the Note Issuer to the
Seller pursuant to the Sale Agreement, then (A) the transfer
of the Transition Property by the Seller to the Note Issuer
pursuant to the Sale Agreement conveys the Seller's right,
title and interest in the Transition Property to the Note
Issuer and will be treated under the laws of the State of
Connecticut as an absolute transfer of all of the Seller's
right, title, and interest in the Transition Property, other
than for federal and state income tax purposes, (B) such
transfer of the Transition Property is perfected, (C) such
transfer has priority over any other assignment of the
Transition Property, and (D) the Transition Property is free
and clear of all liens, including without limitation the
Seller's first mortgage indenture, created prior to its
transfer to the Note Issuer pursuant to the Sale Agreement;
(viii) to the extent described in the Final
Prospectus, the Sale Agreement, the Servicing Agreement and
the Administration Agreement, conform to the descriptions
thereof contained therein; and
11
(ix) the statements included in the Final
Prospectus under the headings "The Seller and Servicer" and
"Servicing," to the extent that they constitute matters of
Connecticut, Delaware or federal laws or legal conclusions
with respect thereto, fairly summarize the matters described
therein.
In rendering such opinion, such counsel may rely (x) as to matters
involving the application of laws of any jurisdiction other than the
State of Connecticut or the United States, to the extent deemed proper
and specified in such opinion, upon the opinion of other counsel of
good standing believed to be reliable and who are satisfactory to
counsel for the Underwriters and (y) as to matters of fact, to the
extent deemed proper, on certificates of responsible officers of the
Company. References to the Final Prospectus in this paragraph (b)
include any supplements thereto at the Closing Date.
(c) The Representatives shall have received opinions of
counsel for the Note Issuer, portions of which may be delivered by Day,
▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside counsel for the Note Issuer, and portions
of which may be delivered by in-house counsel for the Note Issuer, as
the Representatives may agree, and portions of which may be delivered
by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the
Note Issuer, each dated the Closing Date, in form and substance
reasonably satisfactory to the Representatives, to the effect that:
(i) the Note Issuer has been duly formed and is
validly existing in good standing as a limited liability
company under the laws of the State of Delaware, with all
necessary limited liability company power and authority to
execute, deliver and perform its obligations under this
Agreement, the Sale Agreement, the Servicing Agreement, the
Note Indenture, the Note Purchase Agreement, the
Administration Agreement, the Fee and Indemnity Agreement and
the Notes and is qualified to do business in all jurisdictions
(and is in good standing under the laws of all such
jurisdictions) to the extent that such qualification and good
standing is or shall be necessary to protect the validity and
enforceability of this Agreement, the Servicing Agreement, the
Sale Agreement, the Administration Agreement, the Indenture,
the Fee and Indemnity Agreement and each other instrument or
agreement necessary or appropriate to the proper
administration of the transactions contemplated hereby and
thereby;
(ii) the Sale Agreement, the Servicing Agreement,
the Note Indenture, the Note Purchase Agreement, the
Administration Agreement and the Fee and Indemnity Agreement
have been duly authorized, executed and delivered, and
constitute legal, valid and binding instruments enforceable
against the Note Issuer in accordance with their terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws or equitable principles affecting creditors' rights
generally from time to time in effect); and the Notes have
been duly authorized and executed, and when authenticated in
accordance with the provisions of the Note Indenture and
delivered to and paid for by the Trust in accordance with the
terms of the Note Purchase Agreement, will constitute legal,
valid and binding obligations of the Note Issuer entitled to
the benefits of the Note Indenture (subject, as to enforcement
12
of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws or equitable principles
affecting creditors' rights generally from time to time in
effect);
(iii) to the extent described in the Final
Prospectus, the Sale Agreement, the Servicing Agreement, the
Note Indenture, the Note Purchase Agreement, the
Administration Agreement, the Fee and Indemnity Agreement, the
Limited Liability Agreement, [the Swap Agreement] and the
Notes conform to the descriptions thereof contained therein;
(iv) the Note Indenture has been duly qualified
under the Trust Indenture Act;
(v) to the knowledge of such counsel, after
having made inquiry of officers of the Note Issuer and
performed a search of the DPUC docket, but without having made
any other investigation, there is no pending or threatened
action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Note
Issuer or the Company, or challenging the Notes, the Financing
Order or the collection of the RRB Charge or the use and
enjoyment of transition property under the Statute of a
character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final
Prospectus, and there is no franchise, contract or other
document relating to the Note Issuer, the Notes, the Statute
or the Financing Order of a character required to be described
in the Registration Statement or Final Prospectus, or to be
filed as an exhibit, which is not described or filed as
required;
(vi) the statements included in the Final
Prospectus under the headings "Risk Factors-Certificateholders
could experience payment delays or losses as a result of
amendment, repeal or invalidation of the restructuring statute
or breach of the state pledge," "Energy Deregulation and New
Connecticut Market Structure" (to the extent the Statute is
described), "Description of the Transition Property," "The
Note Issuer," "Servicing" (to the extent the Servicing
Agreement or the Finance Order is described) and "Description
of the Notes," and under the subheading "Bankruptcy and
Creditors' Rights Issues" under the caption "Risk Factors," to
the extent that they constitute matters of Connecticut,
Delaware or federal law or legal conclusions with respect
thereto, fairly summarize the matters described therein;
(vii) the Registration Statement has become
effective under the Act; any required filing of the Basic
Prospectus, any Preliminary Final Prospectus and the Final
Prospectus, and any supplements thereto, pursuant to Rule
424(b) have been made in the manner and within the time period
required by Rule 424(b); to the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that purpose
have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than (A) the
information contained under the captions "The Trust," "Office
13
of the State Treasurer of the State of Connecticut," "Federal
Income Tax Consequences" and "State Taxation," and to the
extent statements contained under the subheadings
"Certificateholders could experience payment delays or losses
as a result of amendment, repeal or invalidation of the
restructuring statute or breach of the state
pledge-Legislative or executive actions" and "-Court
decisions" under the caption "Risk Factors" represent the
opinions of Pullman & ▇▇▇▇▇▇, LLC, or (B) the financial
statements and other financial, numerical and quantitative
information contained in the Final Prospectus as to which such
counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act,
the Exchange Act and the Trust Indenture Act and the
respective rules thereunder; and such counsel shall confirm,
on the basis of certain assumptions, that at the Effective
Date no facts have come to such counsel's attention which
would cause such counsel to believe that the Registration
Statement contained any untrue statement of a material fact or
omitted 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 or that the Final Prospectus as of its date and the
Closing Date includes any untrue statement of a material fact
or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading (other than (A) the
information contained under the captions "The Trust," "Office
of the State Treasurer of the State of Connecticut," "Federal
Income Tax Consequences" and "State Taxation," and to the
extent statements contained under the subheadings
"Certificateholders could experience payment delays or losses
as a result of amendment, repeal or invalidation of the
restructuring statute or breach of the state
pledge-Legislative or executive actions" and "-Court
decisions" under the caption "Risk Factors" represent the
opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLC, or (B) the financial
statements and other financial, numerical and quantitative
information contained in the Final Prospectus as to which such
counsel need express no opinion);
(viii) this Agreement has been duly authorized,
executed and delivered by the Note Issuer;
(ix) no consent, approval, authorization or order
of any Connecticut, Delaware or federal court or governmental
agency or body is required to be obtained by the Note Issuer
for the issuance of the Notes or the consummation by the Note
Issuer of the transactions contemplated herein, except such as
have been obtained under the Statute, the DPUC Regulations,
the 1935 Act and the Act and such as may be required under the
blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Certificates by the
Underwriters and such other approvals (specified in such
opinion) as have been obtained;
(x) neither the execution and delivery of this
Agreement, the Sale Agreement, the Servicing Agreement, the
Note Indenture, the Note Purchase Agreement, the
Administration Agreement or the Fee and Indemnity Agreement,
14
nor the issuance and sale of the Notes, nor the consummation
of the transactions contemplated by this Agreement, the Sale
Agreement, the Servicing Agreement, the Note Indenture, the
Note Purchase Agreement, the Administration Agreement or the
Fee and Indemnity Agreement, nor the fulfillment of the terms
of this Agreement, the Sale Agreement, the Servicing
Agreement, the Note Indenture, the Note Purchase Agreement,
the Administration Agreement or the Fee and Indemnity
Agreement by the Note Issuer, will (A) conflict with, result
in any breach of any of the terms or provisions of, or
constitute (with or without notice or lapse of time) a default
under the Limited Liability Company Agreement of the Note
Issuer, or conflict with or breach any of the material terms
or provisions of, or constitute (with or without notice or
lapse of time) a default under, any indenture, agreement or
other instrument known to such counsel and to which the Note
Issuer is a party or by which the Note Issuer is bound, (B)
result in the creation or imposition of any lien upon any
properties of the Note Issuer pursuant to the terms of any
such indenture, agreement or other instrument (other than as
contemplated by the Basic Documents and Section 16-245k(g) of
the Statute), or (C) violate any Connecticut, Delaware or
federal law or any order, rule or regulation applicable to the
Note Issuer of any Connecticut, Delaware or federal court,
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Note Issuer, or
any of its properties;
(xi) Upon the giving of value by the Note Trustee
to the Note Issuer with respect to the Collateral, (A) the
Note Indenture creates in favor of the Note Trustee a security
interest in the rights of the Note Issuer in the Collateral,
(B) such security interest is valid against the Note Issuer
(subject to the rights of any third parties holding security
interests in such Collateral perfected in the manner described
in Section 16-245k of the Statute), and has attached and (C)
such security interest is perfected; and
(xii) the Note Issuer is not, and after giving
effect to the offering and sale of the Certificates and the
application of the proceeds thereof as described in the Final
Prospectus, will not be, an "investment company" or under the
"control" of an "investment company" as such terms are defined
under the Investment Company Act of 1940, as amended.
In rendering such opinion, such counsel may rely (x) as to matters
involving the application of laws of any jurisdiction other than the
State of Connecticut, the State of Delaware or the United States, to
the extent deemed proper and specified in such opinion, upon the
opinion of other counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters and (y) as to
matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Note Issuer and public officials.
References to the Final Prospectus in this paragraph (c) include any
supplements thereto at the Closing Date.
(d) The Representatives shall have received opinions of
counsel for the Trust and the Finance Authority, portions of which may
be delivered by Brown & Wood LLP or Pullman & ▇▇▇▇▇▇, LLC, both
co-special counsel for the Trust and the Finance Authority, and
15
portions of which may be delivered by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A.,
special Delaware counsel for the Trust, each dated the Closing Date, in
form and substance reasonably satisfactory to the Representatives, to
the effect that: (i) the Declaration of Trust, the Swap Agreement, the
Certificate Indenture and the Certificates conform in all material
respects with the descriptions thereof contained in the Final
Prospectus under the headings "The Trust," "Description of the
Certificates" and "Listing and General Information Related to Floating
Rate Classes" (other than matters regarding DTC, Clearstream and
Euroclear, as to which they shall be entitled to express no opinion)
and in the Prospectus Summary under the headings "The Certificates,"
"Issuer of Certificates," "Interest" and "Principal";
(ii) the Trust has been duly created and is
validly existing in good standing as a business trust under
the Delaware Business Trust Act (being Chapter 38 of Title 12
of the Delaware Code, 12 Del.C., ss. 3801 ET SEQ.,);
(iii) the State Treasurer as the Finance Authority
has the necessary power, authority and legal right to execute,
deliver and perform all of its obligations as Finance
Authority under the Declaration of Trust;
(iv) the State Treasurer as the Finance Authority
has validly authorized and approved the formation of the
Trust, the issuance of the Certificates and all other
transactions and actions contemplated by the Basic Documents
or required to be taken by the Finance Authority as conditions
precedent to the issuance of the Certificates; such
authorizations and approvals are valid and in full force and
effect;
(v) the Declaration of Trust has been duly
authorized, executed and delivered by the State Treasurer and,
assuming the due authorization, execution and delivery thereof
by the Delaware Trustee, constitutes a legal, valid and
binding instrument enforceable against the Office of the State
Treasurer in accordance with its terms, except as enforcement
thereof may be subject to or limited by bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance
or other laws relating to or affecting the enforcement of
creditors' rights generally, and except as limited by general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law);
(vi) the Certificate Indenture has been duly
authorized, executed and delivered by the Delaware Trustee on
its own behalf and separately on behalf of the Trust and,
assuming the due authorization, execution and delivery thereof
by the Certificate Trustee, constitutes a legal, valid and
binding instrument, enforceable against the Trust in
accordance with its terms, except as enforcement thereof may
be subject to or limited by bankruptcy, insolvency,
moratorium, reorganization, fraudulent conveyance or other
similar laws relating to or affecting the enforcement of
creditors' rights generally, and except as limited by general
16
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law);
(vii) the Certificates have been duly authorized
and executed and, when authenticated in accordance with the
provisions of the Certificate Indenture and delivered to and
paid for by the Underwriters pursuant to this Agreement, (A)
the Certificates will be duly issued in conformity with the
Statute, (B) the Certificates will constitute valid, fully
paid and non-assessable undivided beneficial interests in the
Trust, (C) the Certificateholders will be entitled to the
benefits of the Certificate Indenture, (D) the Certificates
will constitute "rate reduction bonds" under Section 16-245e
of the Statute and (E) the Certificateholders will be entitled
to the rights and benefits afforded under the Statute;
(viii) the Note Purchase Agreement has been duly
authorized, executed and delivered by the Delaware Trustee on
behalf of the Trust and, assuming due authorization, execution
and delivery thereof by CL&P Funding LLC, constitutes a legal,
valid and binding instrument, enforceable against the Trust in
accordance with its terms, except as enforcement thereof may
be subject to or limited by bankruptcy, insolvency,
moratorium, reorganization, fraudulent conveyance or other
similar laws relating to or affecting the enforcement of
creditors' rights generally, and except as limited by general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law);
(ix) the Certificate Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended;
(x) the statements included in the Final
Prospectus under the headings "The Trust," "Office of the
State Treasurer of the State of Connecticut" and "Description
of the Certificates" and "Listing and General Information
Related to Floating Rate Classes" fairly summarize the matters
described therein (other than matters related to DTC,
Clearstream or Euroclear, as to which they shall be entitled
to express no opinion) and the statements included or
incorporated in the Final Prospectus under the headings
"Federal Income Tax Consequences," "State Taxation" and "ERISA
Considerations," and under the following subheadings of the
caption "Risk Factors": "Certificateholders could experience
payment delays or losses as a result of amendment, repeal or
invalidation of the restructuring statute or breach of the
state pledge-Legislative or executive actions" and "-Court
decisions," to the extent that they constitute matters of
Connecticut, Delaware or federal law or legal conclusions with
respect thereto, provide a fair and accurate summary of such
law or conclusions;
(xi) to the knowledge of such counsel, there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator challenging the validity or enforceability of the
issuance resolutions of the Office of State Treasurer or
actions taken by the Office of State Treasurer in connection
17
therewith or otherwise involving the Office of State Treasurer
or relating to the Certificates or the Trust of a character
required to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit, which is not
described or filed as required;
(xii) to the knowledge of such counsel, the
Registration Statement and the Final Prospectus (other than
(A) the financial statements and other financial, numerical
and quantitative information contained therein, (B)
information contained under the captions "The Note Issuer" and
"The Seller and Servicer," (C) information regarding DTC,
Clearstream and Euroclear and (D) the statement of eligibility
of the Trustee on Form T-l and the documents incorporated by
reference therein, as to which such counsel shall not be
required to make any statement or express any opinion) comply
as to form in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder, and such
counsel shall confirm, on the basis of certain assumptions,
that at the Effective Date no facts have come to such
counsel's attention which would cause such counsel to believe
that the Registration Statement (other than (A) the financial
statements and other financial, numerical and quantitative
information contained therein, (B) information contained under
the captions "The Note Issuer" and "The Seller and Servicer,"
(C) information regarding DTC, Clearstream and Euroclear and
(D) the statement of eligibility of the Trustee on Form T-l
and the documents incorporated by reference therein, as to
which such counsel shall not be required to make any statement
or express any opinion) contained any untrue statement of a
material fact or omitted to state a 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 or that the Final Prospectus (other than (A)
the financial statements and other financial, numerical and
quantitative information contained therein, (B) information
contained under the captions "The Note Issuer" and "The Seller
and Servicer," (C) information regarding DTC, Clearstream and
Euroclear and (D) the statement of eligibility of the Trustee
on Form T-l and the documents incorporated by reference
therein, as to which such counsel shall not be required to
make any statement or express any opinion) as of its date and
the Closing Date contained or contains any untrue statement of
a material fact or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(xiii) no consent, approval, authorization or order
of any court or governmental agency or body is required to be
obtained by the Delaware Trustee, the Certificate Trustee or
the Trust under Connecticut, Delaware or federal law for the
issuance of the Certificates by the Trust, except such as have
been obtained under the Statute, the DPUC Regulations and the
Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution
of the Certificates by the Underwriters and such other
approvals (specified in such opinion) as have been obtained;
18
(xiv) neither the execution and delivery of the
Certificate Indenture, nor the issuance and sale of the
Certificates, nor the consummation of the transactions
contemplated by this Agreement or the Certificate Indenture,
nor the fulfillment of the terms of this Agreement or the
Certificate Indenture by the Trust will (A) conflict with,
result in any breach of any of the terms or provisions of, or
constitute (with or without notice or lapse of time) a default
under the Certificate of Trust or Declaration of Trust or
other procedural documents of the Trust, or conflict with or
breach any of the material terms or provisions of, or
constitute (with or without notice or lapse of time) a default
under, any indenture, agreement or other instrument known to
such counsel and to which the Trust is a party or by which the
Trust is bound, (B) result in the creation or imposition of
any lien upon any properties of the Trust pursuant to the
terms of any such indenture, agreement or other instrument
(except as contemplated by the Basic Documents or created
pursuant to the Statute), or (C) violate any Connecticut,
Delaware or federal law, order, rule or regulation applicable
to the Trust of any Connecticut, Delaware or federal court,
state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the
Trust, or any of its properties;
(xv) neither the execution and delivery of the
Declaration of Trust and the certificate the form of which is
attached hereto as Appendix A (the "Appendix A Certificate"),
nor the consummation of the transactions contemplated by the
Declaration of Trust and the Appendix A Certificate, nor the
fulfillment of the terms of the Declaration of Trust and the
Appendix A Certificate by the State Treasurer as the Finance
Authority will (A) conflict with or breach any of the material
terms or provisions, or constitute (with or without notice or
lapse of time) a default under any indenture, agreement or
other instrument known to such counsel and to which the
Finance Authority is a party or by which the Finance Authority
is bound or (B) violate any Connecticut or federal law, order,
rule or regulation applicable to the Finance Authority or the
decision of any Connecticut or federal court or of any federal
or Connecticut state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over
the Finance Authority;
(xvi) the Trust is not an "investment company" or
under the "control" of an "investment company" as such terms
are defined under the Investment Company Act of 1940, as
amended; and
(xvii) the Swap Agreement has been duly authorized,
executed and delivered by the Delaware Trustee on behalf of
the Trust and, assuming due authorization, execution and
delivery thereof by [the] [each] swap counterparty,
constitutes a legal, valid and binding instrument, enforceable
against the Trust in accordance with its terms, except as
enforcement thereof may be subject to or limited by
bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or other similar laws relating to or affecting the
enforcement of creditors' rights generally, and except as
limited by general equitable principles (regardless of whether
19
such enforceability is considered in a proceeding in equity or
at law);
In rendering such opinion, such counsel may (A) rely as to matters
involving the application of laws of any jurisdiction other than the
State of Connecticut, the State of Delaware or the United States, to
the extent deemed proper and specified in such opinion, upon the
opinion of other counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters, (B) as to matters
relating to actions taken by the Company, the Note Issuer, the Note
Trustee, the DPUC and the Servicer, assume such matters which are the
subject of opinions rendered by counsel to such parties hereunder or
under the Basic Documents, and (C) rely as to matters of fact, to the
extent deemed proper, on certificates of authorized representatives of
the Trust, the Finance Authority and public officials. References to
the Final Prospectus in this paragraph (d) include any supplements
thereto at the Closing Date.
(e) The Representatives shall have received an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Note Trustee, dated the
Closing Date, in form and substance reasonably satisfactory to the
Representatives, to the effect that:
(i) the Note Trustee is duly organized and
validly existing as a national banking association in good
standing under the laws of the federal laws of the United
States of America, with full corporate trust power and
authority to enter into and perform its obligations under the
Note Indenture;
(ii) the Note Indenture has been duly authorized,
executed and delivered, and constitutes a legal, valid and
binding instrument enforceable against the Note Trustee in
accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws or equitable
principles affecting creditors' rights generally from time to
time in effect); and
(iii) the Notes have been duly authenticated by
the Note Trustee.
(f) The Representatives shall have received an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Certificate Trustee,
dated the Closing Date, in form and substance reasonably satisfactory
to the Representatives, to the effect that:
(i) the Certificate Trustee is duly organized
and validly existing as a national banking association in good
standing under the laws of the federal laws of the United
States of America, with full corporate trust power and
authority to enter into and perform its obligations under the
Certificate Indenture [and the Swap Agreement?];
(ii) the Certificate Indenture has been duly
authorized, executed and delivered by the Certificate Trustee
and constitutes a legal, valid and binding instrument
enforceable against the Certificate Trustee in accordance with
its terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium
20
or other similar laws or equitable principles affecting
creditors' rights generally from time to time in effect); and
(iii) the Certificate Trustee has duly
authenticated and delivered the Certificates issued on the
Closing Date on behalf of the Trust;
(g) The Representatives shall have received an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Delaware Trustee, dated
the Closing Date, in form and substance reasonably satisfactory to the
Representatives, to the effect that:
(i) the Delaware Trustee is duly organized and
validly existing as a national banking association in good
standing under the laws of the federal laws of the United
States of America, with full corporate trust power and
authority to enter into and perform its obligations under the
Declaration of Trust, and under the Note Purchase Agreement
and the Certificate Indenture on behalf of the Trust; and
(ii) the Declaration of Trust, the Certificate
Indenture and the Note Purchase Agreement (on behalf of the
Trust) have been duly authorized, executed and delivered by
the Delaware Trustee, and constitute legal, valid and binding
instruments enforceable against the Delaware Trustee in
accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws or equitable
principles affecting creditors' rights generally from time to
time in effect);
(iii) the Delaware Trustee has duly executed the
Certificates issued on the Closing Date on behalf of the
Trust;
(h) The Representatives shall have received from ▇▇▇▇▇▇ &
Dodge LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Notes and the Certificates, the Note Indenture, the Certificate
Indenture, the Registration Statement, the Final Prospectus (together
with any supplement thereto) and other related matters as the
Representatives may reasonably require, and the Company, the Note
Issuer and the Trust shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters.
(i) The Representatives shall have received a certificate
of the Note Issuer, signed by an officer of the Note Issuer, dated the
Closing Date, to the effect that the signer of such certificate has
carefully examined the Registration Statement, the Final Prospectus,
any supplement to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the
Note Issuer in this Agreement and in the Note Indenture are
true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing
Date, and the Note Issuer has complied with all the agreements
and satisfied all the conditions on its part to be performed
or satisfied at or prior to the Closing Date;
21
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to the
Note Issuer's knowledge, threatened; and
(iii) since the dates as of which information is
given in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in (A) the
condition (financial or other), earnings, business or
properties of the Note Issuer, whether or not arising from
transactions in the ordinary course of business, or (B) the
Transition Property, except as set forth in or contemplated in
the Final Prospectus (exclusive of any supplement thereto).
(j) The Representatives shall have received a certificate
of the Company, signed by an executive officer of the Company, dated
the Closing Date, to the effect that the signer of such certificate has
carefully examined the Registration Statement, the Final Prospectus,
any supplement to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement, the Sale Agreement and the
Servicing Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as
if made on the Closing Date, and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) since the dates as of which information is
given in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in (A) the
condition (financial or other), earnings, business or
properties of the Company and its subsidiaries taken as a
whole, whether or not arising from transactions in the
ordinary course of business, or (B) the Transition Property,
except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto).
(k) At the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall have
furnished to the Representatives (i) a letter or letters (which may
refer to letters previously delivered to one or more of the
Representatives), dated as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are
independent accountants within the meaning of the Act and the Exchange
Act and the respective applicable published rules and regulations
thereunder, that they consent to the inclusion of their report on the
audited financial statements of the Issuer and the reference to them as
experts under the heading "Experts" in the Basic Prospectus and the
Final Prospectus, and stating in effect that they have performed
certain specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical information
22
derived from the general accounting records of the Company and the Note
Issuer) set forth in the Registration Statement and the Final
Prospectus, including information specified by the Underwriters and set
forth under the captions "Prospectus Summary," "Description of the
Transition Property," "The Seller and Servicer," "Description of the
Notes" and "Description of the Certificates" in the Final Prospectus,
agrees with the accounting records of the Company and the Note Issuer,
excluding any questions of legal interpretation, and (ii) the opinion
or certificate, dated as of the Closing Date, in form and substance
satisfactory to the Representatives, satisfying the requirements of
Section 2.10(g) of the Note Indenture.
References to the Final Prospectus in this paragraph (k)
include any supplement thereto at the date of the letter.
In addition, at the Execution Time, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall
have furnished to the Representatives a letter or letters, dated as of
the Execution Time, in form and substance satisfactory to the
Representatives, to the effect set forth above.
(l) Subsequent to the Execution Time or, if earlier, the
dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus
(exclusive of any supplement thereto), there shall not have been any
change, or any development involving a prospective change, in or
affecting either (i) the business, properties or financial condition of
the Company or the Note Issuer or (ii) the Transition Property, the
Notes, the Certificates, the Financing Order or the Statute, the effect
of which is, in the judgment of the Representatives, so material and
adverse as to make it impractical or inadvisable to proceed with the
offering or delivery of the Notes or the Certificates as contemplated
by the Registration Statement (exclusive of any amendment thereof) and
the Final Prospectus (exclusive of any supplement thereto).
(m) The Representatives shall have received on the
Closing Date an opinion letter or letters of Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP,
counsel to the Company and the Note Issuer, dated the Closing Date, in
form and substance reasonably satisfactory to the Representatives, (i)
with respect to the characterization of the transfer of the Transition
Property by the Company to the Note Issuer as a "true sale" for
bankruptcy purposes and (ii) to the effect that a court would not order
the substantive consolidation of the assets and liabilities of the Note
Issuer with those of the Company in the event of a bankruptcy,
reorganization or other insolvency proceeding involving the Company.
(n) The Representatives shall have received on the
Closing Date an opinion letter of ▇▇▇▇▇ & Wood LLP, special counsel to
the State of Connecticut and the Trust, dated the Closing Date, in form
and substance reasonably satisfactory to the Representatives, to the
effect that a court would not order the substantive consolidation of
the assets and liabilities of the State of Connecticut with those of
the Trust.
(o) The Representatives shall have received on the
Closing Date an opinion letter or letters of counsel for the Company,
portions of which may be delivered by Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside
counsel for the Company, and portions of which may be delivered by
23
in-house counsel for the Company, as the Representatives may agree,
each dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, to the effect that: (i) the
Financing Order has been duly issued and authorized by the DPUC and the
Financing Order, giving effect to the Issuance Advice Letter, is
effective; (ii) in reliance on the opinion of Pullman & ▇▇▇▇▇▇, LLC
that the Certificates are "rate reduction bonds" under Section 116-245e
of the Statute, as of the issuance of the Certificates, the
Certificates are entitled to the protections provided in Section
16-245i(b) of the Statute; (iii) the Financing Order is no longer
subject to appeal by any person; and (iv) the Servicer is authorized to
file periodic RRB Charge adjustments to the extent necessary to ensure
the timely recovery of revenues sufficient to provide for the payment
of an amount equal to the sum of the periodic RRB payment requirements
for the upcoming year, which includes indemnity obligations under the
Basic Documents.
(p) The Representatives shall have received on the
Closing Date an opinion letter or letters of Pullman & ▇▇▇▇▇▇, LLC,
special counsel for the Finance Authority and the Trust, dated the
Closing Date, in form and substance reasonably satisfactory to the
Representatives, to the effect that any state action (whether by
legislative, executive, DPUC or otherwise) to revoke or limit the
Financing Order, the Issuance Advice Letter, the Transition Property or
the RRB Charge in a manner which would substantially impair the rights
of Certificateholders would be subject to a successful constitutional
contracts clause and/or takings clause defense.
(q) The Representatives shall have received on the
Closing Date an opinion letter or letters of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇,
P.A., special Delaware counsel to the Note Issuer, dated the Closing
Date, in form and substance reasonably satisfactory to the
Representatives, to the effect that: (i) if properly presented to a
Delaware court, a Delaware court applying Delaware law, would conclude
that (x) in order for a person to file a voluntary bankruptcy petition
on behalf of the Note Issuer, the affirmative vote of the Note Issuer's
Sole Member (as defined in the Limited Liability Company Agreement) and
the affirmative vote of all of the Directors (including the Independent
Directors (as defined in the Limited Liability Company Agreement)), as
provided in Section 2.07(b) of the Limited Liability Company Agreement
of the Note Issuer, is required, and (y) such provision, contained in
Section 2.07(b) of the Limited Liability Company Agreement, that
requires the affirmative vote of the Note Issuer's Sole Member and the
affirmative vote of all of the Directors (including the Independent
Directors) in order for a person to file a voluntary bankruptcy
petition on behalf of the Note Issuer, constitutes a legal, valid and
binding agreement of the Sole Member and is enforceable against the
Sole Member, in accordance with its terms; and (ii) the Limited
Liability Company Agreement constitutes a legal, valid and binding
agreement of the Sole Member thereunder, and is enforceable against the
Sole Member in accordance with its terms.
(r) The Notes and the Certificates shall have been rated
in the highest long-term rating category by each of the Rating
Agencies.
(s) On or prior to the Closing Date, the Note Issuer
shall have delivered to the Representatives evidence, in form and
substance reasonably satisfactory to the Representatives, that
24
appropriate filings have been or are being made in accordance with the
Statute and other applicable law reflecting the grant of a security
interest by the Note Issuer in the Collateral to the Note Trustee.
(t) On or prior to the Closing Date, the Note Issuer
shall have delivered to the Representatives copies, certified to the
satisfaction of the Financing Order, the Issuance Advice Letter and the
Settlement Agreement, dated March 5, 2001, between the Company and
Office of Consumer Counsel of the State of Connecticut.
(u) Prior to the Closing Date, the Note Issuer, the
Company and the Trust shall have furnished to the Representatives such
further information, certificates, opinions and documents as the
Representatives may reasonably request, including such certificates,
opinions and documents as the Representatives may reasonably request to
evidence the enforceability of any interest rate swap agreement entered
into in connection with any class of floating rate Certificates and the
qualification or listing of any floating rate Certificates as
contemplated by the Final Prospectus.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Note Issuer
and the Trust in writing or by telephone or electronic mail confirmed in
writing.
The documents required to be delivered by this Section 6 shall
be delivered at the office of Day, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, Hartford, Connecticut,
on the Closing Date.
7. EXPENSES. Upon the sale of the Certificates, the Note Issuer
will pay or cause to be paid all costs and expenses incident to the performance
of the obligations of the Company, the Note Issuer, the Trust and the
Underwriters hereunder and the Office of State Treasurer under the Basic
Documents, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issuance and delivery of the
Certificates to the Underwriters, all fees, disbursements and expenses of the
Company's, the Note Issuer's, the Trust's, the Finance Authority's and the
Underwriters' counsel and accountants, all costs and expenses incident to the
preparation, printing and filing of the Registration Statement (including all
exhibits thereto), any preliminary prospectus, the Basic Prospectus, any
Preliminary Final Prospectus, the Final Prospectus and any amendments thereof or
supplements thereto, all costs and expenses incurred in connection with blue sky
qualifications, examining the legality of the Certificates for the investment
and the rating of the Certificates, all costs and expenses of the Note Trustee,
the Certificate Trustee and the Delaware Trustee, all costs and expenses
incurred in the acquisition or preparation of documents required to be delivered
by the Company, the Note Issuer, the Trust or the Finance Authority in
connection with the closing of the transactions contemplated hereby, all costs
and expenses required in connection with any filing with the National
Association of Securities Dealers in connection with the transactions
25
contemplated hereby, and all costs and expenses of the printing and distribution
of all documents in connection with the Certificates.
If the sale of the Certificates provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 6 hereof is not satisfied, because of any termination pursuant
to Section 10 hereof or because of any refusal, inability or failure on the part
of the Company, the Note Issuer or the Trust to perform any agreement herein or
comply with any provision hereof other than by reason of a default (including
under Section 9) by any of the Underwriters, the Company and the Note Issuer
will, jointly and severally, reimburse the Underwriters upon demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by the Underwriters in connection with the
proposed purchase and sale of the Certificates.
8. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company and the Note Issuer will, jointly and
severally, indemnify and hold harmless each Underwriter, the Trust, the
Finance Authority, the State of Connecticut, the State Treasurer,
agencies of the State of Connecticut, the directors, officials,
officers, members, consultants, counsel, employees and agents of each
Underwriter, the Trust, the Finance Authority, the State of
Connecticut, the State Treasurer, agencies of the State of Connecticut
and each person who controls any Underwriter, the Trust, the Finance
Authority, the State of Connecticut, the State Treasurer and agencies
of the State of Connecticut within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement for the registration of the Certificates as originally filed
or in any amendment thereof, or any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, any untrue
statement or alleged untrue statement of a material fact contained in
the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading, and will reimburse each such
indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that neither the Company nor the Note Issuer will be liable in
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein
in reliance upon and in conformity with written information furnished
to the Note Issuer or the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the
Company and the Note Issuer may otherwise have.
26
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, the Note Issuer, the Trust, the Finance
Authority, the State of Connecticut, the State Treasurer, agencies of
the State of Connecticut, each of their directors, each of their
officials, counsel, consultants, agents and employees, each of their
officers (if any) who signs the Registration Statement, and each person
who controls the Company or the Note Issuer within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company and the Note Issuer to each Underwriter, but
only with reference to written information relating to such Underwriter
furnished to the Note Issuer or the Company by or on behalf of such
Underwriter through the Representatives specifically for inclusion in
the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any Underwriter
may otherwise have. The Note Issuer, the Company and the Finance
Authority acknowledge that the statements set forth in [the last
paragraph of the cover page], or in the second full paragraph, the
third sentence of the fourth paragraph, the first four sentences of the
fifth paragraph and the sixth paragraph under the heading
"Underwriting" or the third full paragraph (other than the last
sentence thereof) under the heading "Plan of Distribution" in the Final
Prospectus constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it
from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of
the indemnifying party's choice at the indemnifying party's expense to
represent the indemnified party in any action for which indemnification
is sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained
by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory
to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate
counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of,
any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to
the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to
27
represent the indemnified party within a reasonable time after notice
of the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company, the Note
Issuer and the Underwriters agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company, the Note
Issuer and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received
by the Company, Note Issuer and the Underwriters, respectively, from
the offering of the Certificates and the Notes; provided, however, that
in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Certificates) be responsible for any amount in excess of the
underwriting discount or commission applicable to the Certificates
purchased by such Underwriter hereunder. If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the
Company, the Note Issuer and the Underwriters shall contribute in such
proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company, the Note Issuer and of the
Underwriters in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable
considerations. The relative benefits received by the Company or the
Note Issuer shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses) of the Certificates (which
shall be equal to the net proceeds from the sale of the Notes to the
Trust (before deducting expenses)), and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page
of the Final Prospectus. Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates
to information provided by the Company, the Note Issuer or the
Underwriters. The Company, the Note Issuer and the Underwriters agree
that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation which does not
take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph, no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls an Underwriter within the meaning
of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to
contribution as such Underwriter, and each person who controls the Note
Issuer or the Company within the meaning of either the Act or the
Exchange Act, each officer of the Note Issuer or the Company who shall
28
have signed the Registration Statement and each director of the Note
Issuer or the Company shall have the same rights to contribution as the
Note Issuer or the Company, subject in each case to the applicable
terms and conditions of this paragraph. The Underwriters' obligations
in this paragraph to contribute are several in proportion to their
respective underwriting obligations and not joint.
9. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters
shall fail to purchase and pay for any of the Certificates agreed to be
purchased by such Underwriter or Underwriters hereunder the Representatives may
in their discretion arrange for the Underwriters or another party or other
parties to purchase such Certificates on the terms contained herein. If within
36 hours after such default by any Underwriter the Representatives do not
arrange for the purchase of such Certificates, the nondefaulting Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Certificates set forth opposite the names of all
the remaining Underwriters) the Certificates which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate amount of Certificates which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Certificates set forth in SCHEDULE II hereto, the nondefaulting
Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Certificates, and if such nondefaulting
Underwriters do not purchase all the Certificates, this Agreement will terminate
without liability to any nondefaulting Underwriter, the Note Issuer or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the Note
Issuer and the Company and any nondefaulting Underwriter for damages occasioned
by its default hereunder.
10. TERMINATION. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Company,
the Note Issuer and the Office of State Treasurer prior to delivery of and
payment for the Certificates, if prior to such time there shall have occurred
(a) any change, or any development involving a prospective change, in or
affecting (i) the business, properties or financial condition of the Company or
the Note Issuer or (ii) the Transition Property, the Notes, the Certificates,
the Financing Order or the Statute, the effect of which, in the judgment of the
Representatives, materially impairs the investment quality of the Certificates
or makes it impractical or inadvisable to market the Certificates; (b) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange; (c) a suspension or material limitation in trading in the
securities of the Company; (d) a general moratorium on commercial banking
activities shall have been declared either by Federal, New York state or
Connecticut state authorities; or (e) any outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the offering or delivery of the
Certificates as contemplated by the Final Prospectus (exclusive of any
supplement thereto).
29
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, the Note Issuer or its officers and of the Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or of the Company, the Note Issuer or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Certificates. The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.
12. NOTICES. All communications hereunder shall be in English and
in writing, and any such notice, direction, consent or waiver may be given by
United States mail, courier service, facsimile transmission or electronic mail
(confirmed by telephone, United States mail or courier service in the case of
notice by facsimile transmission or electronic mail) or any other customary
means of communication, and any such notice, direction, consent or waiver shall
be effective when delivered, or if mailed, three days after deposit in the
United States mail with proper postage for ordinary mail prepaid, and if sent to
the Representatives, to them at the address specified in SCHEDULE I hereto; and
if sent to the Company, to it at The Connecticut Light and Power Company, if by
courier at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer
and if by mail at P.O. Box 270, Hartford, Connecticut 06141-0270, Attention:
Treasurer; and if sent to the Note Issuer, to it at CL&P Funding LLC, if by
courier at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President
and if by mail at P.O. Box 270, Hartford, Connecticut 06141-0270, Attention:
President; and if sent to the Office of State Treasurer, to it at ▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Assistant Treasurer - Debt Management.
The parties hereto, by notice to the others, may designate additional or
different addresses for subsequent communications.
13. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
15. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.
16. MISCELLANEOUS. Time shall be of the essence of this Agreement.
As used herein, the term "business day" shall mean any day when the SEC's office
in Washington, D.C. is open for business.
17. AGREEMENT OF UNDERWRITERS. (a) Each underwriter represents and
agrees that (1) it has not offered or sold and prior to the date six months
after the date of issue of the certificates will not offer or sell any
certificates to persons in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
30
otherwise in circumstances that have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (2) it has complied, and will comply
with, all applicable provisions of the Financial Services Act 1986 of Great
Britain with respect to anything done by it in relation to the certificates in,
from or otherwise involving the United Kingdom; and (3) it has only issued or
passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issuance of the certificates to a person
who is of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 of Great Britain or is a
person to whom the document may lawfully be issued or passed on.
(b) The parties hereto agree that the certificates may not be
offered, sold, transferred or delivered in or from The Netherlands, as part of
their initial distribution or as part of any re-offering, and neither the
prospectus nor any other document in respect of the offering may be distributed
or circulated in The Netherlands, other than to individuals or legal entities
which include, but are not limited to, banks, brokers, dealers, institutional
investors and undertakings with a treasury department, who or which trade or
invest in securities in the conduct of a business or profession.
31
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Note Issuer and the several Underwriters.
Very truly yours,
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
CL&P FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
CONFIRMED AND ACCEPTED
on behalf of each of the Underwriters
▇▇▇▇▇▇ Brothers Inc.
By: /s/
------------------------------------------------
(▇▇▇▇▇▇ Brothers Inc.)
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/
------------------------------------------------
(▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.)
S-1
SCHEDULE I TO THE
UNDERWRITING AGREEMENT
Underwriting Agreement dated March __, 2001
Registration Statement No. 333-53866
Representative(s):
▇▇▇▇▇▇ Brothers Inc.
Three World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Title: Connecticut RRB Special Purpose Trust CL&P-1
$____,000,000 Rate Reduction Certificates
Principal ▇▇▇▇▇▇, Price to Public, Underwriting Discounts and Commissions and
Proceeds to Trust:
TOTAL SCHEDULED
PRINCIPAL UNDERWRITING FINAL FINAL
AMOUNT OF PRICE TO DISCOUNTS AND PROCEEDS TO DISTRIBUTION TERMINATION
CLASS PUBLIC COMMISSIONS TRUST DATE DATE
PER CLASS A-1 $
CERTIFICATE
PER CLASS A-2 $
CERTIFICATE
PER CLASS A-3 $
CERTIFICATE
PER CLASS A-4 $
CERTIFICATE
PER CLASS A-5 $ % .% % __/__/__ __/__/__
CERTIFICATE --------------- --------------- --------------- ---------------
TOTAL $___,000,000.00 $ $ $
Original Issue Discount (if any): $_____________
Redemption provisions: Optional Redemption and Mandatory
Redemption as set forth in Article
X of the Note Indenture
Closing Date, Time and Location: March __, 2001
9:00 a.m., Eastern Time
Hartford, Connecticut
Type of Offering: Delayed Offering
SCHEDULE II TO THE
UNDERWRITING AGREEMENT
PRINCIPAL AMOUNT OF CERTIFICATES TO BE PURCHASED
-------------------------------------------------------------------------------------
UNDERWRITERS Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 TOTAL
Certificates Certificates Certificates Certificates Certificates
▇▇▇▇▇▇ Brothers Inc. $ $ $ $ $ $
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.. $ $ $ $ $ $
. $ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
$ $ $ $ $ $
------------ ------------ ------------ ------------ ------------ ------------
TOTAL............................. $ $ $ $ $
============ ============ ============ ============ ============ ============
APPENDIX A TO THE
UNDERWRITING AGREEMENT
CERTIFICATE OF THE FINANCE AUTHORITY PURSUANT
TO FINANCING ORDER APPROVING FINAL TERMS AND
CONDITIONS OF CL&P FUNDING LLC NOTES AND
CONNECTICUT RRB SPECIAL PURPOSE TRUST
CL&P-1 RATE REDUCTION CERTIFICATES
Pursuant to order number 24 of the Financing Order, the State of
Connecticut acting through the office of the State Treasurer (the "Finance
Authority"), hereby approves the final terms and conditions of the CL&P Funding
LLC Notes (the "Notes") and the Connecticut RRB Special Purpose Trust CL&P-1
Rate Reduction Certificates (the "Certificates"), as set forth in the
underwriting agreement dated as of March __, 2001 by and among CL&P Funding LLC,
The Connecticut Light and Power Company and ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as representatives (the "Representatives") of the
Underwriters named therein (the "Underwriting Agreement").
In furtherance of this approval, the Finance Authority shall cause the
Connecticut RRB Special Purpose Trust CL&P-1 to be formed as a Delaware business
trust (the "Trust") prior to the Closing Date, and to issue the Certificates and
otherwise comply with the terms and conditions of the Underwriting Agreement.
CL&P Funding LLC, The Connecticut Light and Power Company and the
Representatives are entitled to rely on this certificate as if this certificate
were a part of, and the Finance Authority were a party to, the Underwriting
Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Underwriting Agreement.
Dated: March __, 2001
STATE OF CONNECTICUT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer of the State of
Connecticut