Exhibit 4.2.25.5
AMENDMENT NO. 3
TO THE
STANDBY BOND PURCHASE AGREEMENT
AMENDMENT NO. 3, DATED NOVEMBER 5, 1999 ("AMENDMENT NO. 3"), to
the Standby Bond Purchase Agreement, dated January 23, 1997, as amended by
Amendment No. 1, dated January 21, 1998, and Amendment No. 2, dated
December 9, 1998 (the "ORIGINAL AGREEMENT"), among THE CONNECTICUT LIGHT
AND POWER COMPANY, a corporation organized and existing and qualified to do
business as a public utility in the State of Connecticut (the "COMPANY"),
SOCIETE GENERALE, a banking corporation organized under the laws of France,
acting though its New York Branch (the "BANK"), and STATE STREET BANK AND
TRUST COMPANY, a national banking association, as successor trustee under
the Indenture referred to below (including any successor trustee, the
"TRUSTEE").
W I T N E S S E T H:
WHEREAS, the liquidity facility (the "LIQUIDITY FACILITY")
provided by the Bank pursuant to the Original Agreement is scheduled to
expire on December 7, 1999;
WHEREAS, the Company has requested that the Bank extend the
Stated Expiration Date for an additional period, to expire 364 days from
the date hereof, on November 3, 2000 (the "Third Extension"), and the Bank
has agreed to do so on the terms and conditions contained herein and, to
the extent applicable and not superseded by this Amendment No. 3, according
to the terms and conditions of the Original Agreement;
WHEREAS, certain conditions precedent to the effectiveness of
this Amendment No. 3 have been or will be fulfilled to the satisfaction of
the Bank and its counsel as of the date of this Amendment No. 3;
NOW, THEREFORE, in consideration of the premises herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Unless otherwise defined herein, all
capitalized terms used herein shall have the same respective meanings as in
the Original Agreement. From and after the date of this Amendment No. 3,
the term "Agreement" shall be deemed to mean the Original Agreement as
amended by this Amendment No. 3. References in the Original Agreement to
"this Agreement" and the words "hereof", "herein", "hereto" and the like
shall refer to the Original Agreement, Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and
the Original Agreement as amended by this Amendment No. 3; PROVIDED, that,
except as provided in Section 3 of this Amendment No. 3, the words "the
date of this Agreement" and "the date hereof" shall continue to refer to
the date of the Original Agreement.
251933.3
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2. AMENDMENTS TO THE ORIGINAL AGREEMENT. Effective upon
fulfillment of the conditions specified in Section 4 hereof, the Original
Agreement is hereby amended as follows:
A. The Stated Expiration Date is hereby extended for an
additional period, to expire 364 days from the date hereof, on November 3,
2000, and the definition of "Stated Expiration Date" contained in Section
1.1 of the Original Agreement is amended to read in its entirety as
follows:
"Stated Expiration Date" means the later of (i) November 3,
2000, or if such day is not a Business Day, the next preceding
Business Day, and (ii) the last day of any extension of such date
pursuant to Section 2.6 or, if such day is not a Business Day,
the next preceding Business Day.
B. The definition of "Bank Purchase Period" contained in
Section 1.1 of the Original Agreement is amended to read in its entirety as
follows:
"BANK PURCHASE PERIOD" means the period from the date of this
Amendment No. 3 to and including the earliest of (a) the Stated
Expiration Date then in effect, (b) the close of business on the fifth
Business Day following the Conversion Date on which all of the Bonds
shall have been converted to a Fixed Rate or a Multiannual Rate
(provided, however, that if less than all of the Bonds shall have been
converted to a Fixed Rate or Multiannual Rate, the Bank's Available
Commitment shall extend only to those Bonds not bearing interest at
the Fixed Rate or the Multiannual Rate), (c) the fifth Business Day
following the mandatory tender for purchase in connection with a
Substitution Date, or (d) the Purchase Termination Date.
C. The definition of "Applicable Margin" contained in Section
1.1 of the Original Agreement is amended to read in its entirety as
follows:
"APPLICABLE MARGIN" means, for any day, the percentage set forth
below in the column below such term and in the row corresponding to
the "Level" status in existence on such day:
APPLICABLE MARGIN
▇▇▇▇▇ ▇ 0.45%
▇▇▇▇▇ ▇ 0.50%
▇▇▇▇▇ ▇ 0.55%
▇▇▇▇▇ ▇ 0.78%
▇▇▇▇▇ ▇ 1.05%
▇▇▇▇▇ ▇ 1.37%
3. REPRESENTATIONS AND WARRANTIES. The Company hereby
represents and warrants that all of the representations and warranties
contained in Article 5 of the Original Agreement are true and correct,
including any statements made regarding the Related Documents as they may
have been or will be amended, supplemented or otherwise modified in
connection with this Third Extension, as of the date hereof (except that
(i) the dates contained in Section 5.5 shall be deemed to refer to the end
of the Company's most recently completed fiscal year and most recently
completed fiscal quarter, respectively, (ii) the references in Section 5.5
to the Company's Annual Report, Quarterly Report and Current Reports shall
be deemed to refer to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999 and the Company's Current Reports
on Form 8-K dated January 28, 1999, April 27, 1999, July 6, 1999, September
14, 1999 and October 29, 1999, and (iii) "prior to the date hereof" in
Section 5.6 shall be deemed to refer to on or prior to the date of this
Amendment No. 3). The Company further represents and warrants that no
Event of Default or Event of Termination has occurred or is occurring, and
that no event has occurred which, with notice or the lapse of time or both,
would become an Event of Default or Event of Termination, as the case may
be.
4. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
NO. 3. The Bank's obligation to enter into and perform its obligations
under this Amendment No. 3 is subject to the fulfillment, to the
satisfaction of the Bank and its counsel, of each of the following
conditions as of the date of this Amendment No. 3:
(a) THE ACT; THE RESOLUTION. Neither the Act nor the
Resolution shall have been revoked or rescinded, or modified or amended in
any material respect adverse to the interests of the Bank or the holders of
the Bonds.
(b) RECEIPT OF DOCUMENTS. The Bank shall have received an
executed copy of this Amendment No. 3 as well as any other documents and
instruments as the Bank shall reasonably request.
(c) CERTIFICATE. The Bank shall have received a certificate
from the Company, dated the date of this Agreement and duly executed by an
Authorized Officer, stating that on and as of the date thereof, except as
otherwise disclosed to the Bank as of the date of this Amendment No. 3:
(i) the Company has obtained all consents, permits, licenses
and approvals of, has made all registrations and declarations with,
and has taken all other actions with respect to, governmental
authorities required under law to be obtained, made or taken by the
Company, to maintain the Bonds and to execute, deliver and perform
this Amendment No. 3;
(ii) that the Insurance Policy is currently effective and
provides for (i) the payment of interest on the Bank Bonds at the Bank
Rate and (ii) amortization of the Bank Bonds in equal semi-annual
installments during the Amortization Period.
(iii) to the best knowledge of the Authorized Officer
executing the certificate, no Event of Default or event which, with
the giving of notice or the passage of time or both would constitute
an Event of Default, has occurred or would occur after giving effect
to the issuance of the Bonds or this Amendment No. 3 or the Original
Agreement as amended by this Amendment No. 3.
(iv) all representations and warranties of the Company set
forth in the Original Agreement and the Related Documents to which the
Company is a party are true and correct in all material respects,
except to the extent that any such representation or warranty relates
solely to a prior date;
(v) the Company is not in default of its obligations under
this Amendment No. 3 or the Original Agreement or any of the Related
Documents to which it is a party;
(vi) except for any pending or threatened action, suit,
investigation or proceeding disclosed in the Reoffering Circular or
otherwise disclosed to the Bank in writing on or prior to the date
hereof (as to which certification is not being made), there is no
action, suit, investigation or proceeding pending or, to the best
knowledge of the Authorized Officer executing the certificate,
threatened (A) in connection with the Bonds, the replacement of the
Letter of Credit, the Original Agreement, this Amendment No. 3 or any
of the other transactions contemplated by this Amendment No. 3 or the
Related Documents, or (B) against or affecting the Company, the result
of which is reasonably likely to have a materially adverse effect on
the business, financial condition or operations of the Company or the
ability of the Company to perform or observe any of its duties,
liabilities or obligations under this Amendment No. 3 or any of the
Related Documents.
(d) PROCEEDINGS AND CERTIFICATIONS. The Bank shall have
received a copy, certified by an Authorized Officer, of all proceedings
taken by the Company authorizing the transactions hereunder and
contemplated hereby, including, without limitation, the execution and
delivery of this Amendment No. 3 and all other documents and agreements
contemplated hereby, together with such other certifications as to matters
of fact as shall reasonably be requested by the Bank or its counsel.
(e) INCUMBENCY CERTIFICATE. The Bank shall have received a
certificate of the Secretary or Assistant Secretary of the Company
certifying the names and true signatures of the officials of the Company
authorized to sign this Amendment No. 3 and the other documents to be
delivered by the Company hereunder, and shall also cover such other matters
incident to the transactions contemplated by this Agreement as the Bank or
its counsel may request.
(f) OPINION OF COMPANY COUNSEL. The Bank shall have received an
opinion addressed to it of in-house counsel of the Company, dated the
closing date on which the extension of the Liquidity Facility provided by
this Amendment No. 3 shall have become effective, in form and substance
satisfactory to the Bank and its counsel.
(g) OTHER DOCUMENTS, ETC. The Bank shall have received such
other documents, certificates, and opinions as the Bank or its counsel may
reasonably request, including, without limitation, organizational documents
of the Authority, the Company, and the Bond Insurer, and all matters
relating to this Amendment No. 3 and the Bonds shall be satisfactory to the
Bank.
5. FEES AND EXPENSES.
(a) EXPENSES RELATING TO AMENDMENT NO. 3. The Company hereby
agrees to pay all reasonable costs and expenses of the Bank (including,
without limitation, reasonable attorneys' fees and disbursements, but
excluding overhead and other internal costs of the Bank) in connection with
the negotiation, preparation, review, execution and delivery of this
Amendment No. 3. The Company hereby also agrees to pay on demand all costs
and expenses paid or incurred by the Bank, if any, in connection with the
enforcement of this Amendment No. 3 and in connection the amendment or
enforcement of any Related Documents, and the protection of the rights of
the Bank hereunder and thereunder (including reasonable counsel fees and
disbursements but excluding overhead and other internal costs of the Bank).
(b) AMENDMENT AND EXTENSION FEE. The Company hereby also agrees
to pay a one time amendment and extension fee (the "Amendment and Extension
Fee"), calculated at 7.5 basis points on the total Liquidity Facility
amount of sixty-two million nine hundred eighteen thousand dollars
($62,918,000) for a total Amendment and Extension Fee of forty-seven
thousand one hundred eighty-eight dollars and fifty cents ($47,188.50).
6. CONTINUED EFFECTIVENESS. This Amendment No. 3 is to be
narrowly construed. Except as expressly amended by this Amendment No. 3,
all terms and provisions of the Original Agreement are and shall continue
in full force and effect. Any references to the Original Agreement in any
of the Related Documents shall hereafter be deemed to refer to the Original
Agreement, as amended by this Amendment No. 3.
7. GOVERNING LAW. This Amendment No. 3 shall be governed by,
and construed in accordance with, the laws of the State of New York.
9. COUNTERPARTS. This Amendment No. 3 may be executed by the parties
hereto in any number of counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed and delivered by their respective officers
thereunto authorized as of the date first written above.
THE CONNECTICUT LIGHT AND POWER
COMPANY
By:_______________________________________
Name:
Title:
Payment Instructions:
Societe Generale SOCIETE GENERALE,
New York New York Branch
ABA No. ▇▇▇▇▇▇▇▇▇
Re: The Connecticut Light and
Power Company
Acct. No. 902 5855
By:_______________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY, as
Trustee
By:____________________________________
Name:
Title: