Exhibit 4.1
THE CONNECTICUT LIGHT AND POWER COMPANY
$200,000,000 First and Refunding Mortgage Bonds,
1997 Series B due June 1, 2002
REGISTRATION RIGHTS AGREEMENT
New York, New York
June 19, 1997
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Salomon Brothers Inc
c/o Morgan ▇▇▇▇▇▇▇ & Co.
Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs and Mesdames:
The Connecticut Light and Power Company, a Connecticut corporation
(the "Company"), proposes to issue and sell (the "Initial Placement") to ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc
("Salomon" and, together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the "Purchasers"), upon the terms
set forth in a placement agreement of even date herewith (the "Placement
Agreement"), $200,000,000 of the Company's First and Refunding Mortgage Bonds,
1997 Series B due June 1, 2002 (the "Bonds"). The Bonds will be issued under the
Indenture of Mortgage and Deed of Trust dated as of May 1, 1921 between the
Company and Bankers Trust Company, as amended and supplemented and to be further
supplemented by the 67th Supplemental Indenture relating to the Bonds to be
dated as of June 1, 1997 (such indenture, as so amended and supplemented, the
"Indenture"), between the Company and Bankers Trust Company, as trustee (the
"Trustee"). As an inducement to the Purchasers to enter into the Placement
Agreement and in satisfaction of a condition to your obligations thereunder, the
Company agrees with you, (i) for your benefit and (ii) for the benefit of the
holders from time to time, as follows:
1. Definitions. Capitalized terms used herein without definition
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shall have their respective meanings set forth in the Placement Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
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regulations of the Commission promulgated thereunder.
"Affiliate" has the meaning given to that term in Rule 405 of the Act
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or any successor rule thereunder.
"Closing Date" has the meaning set forth in the Placement Agreement.
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"Commission" means the Securities and Exchange Commission.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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and the rules and regulations of the Commission promulgated thereunder.
"Exchange Bonds" means, in respect of the Bonds, a like principal
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amount of debt securities of the Company identical in all material respects to,
and entitled to substantially the same benefits as, the Bonds.
"Exchange Offer Registration Period" means the 180-day period
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following the issuance of the Exchange Bonds, exclusive of any period during
which any stop order shall be in effect suspending the effectiveness of the
Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" means a registration statement
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of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchanging Dealer" means any Holder (which may include any Purchaser)
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which is a broker-dealer electing to exchange Bonds acquired for its own account
as a result of market-making activities or other trading activities for Exchange
Bonds.
"Final Memorandum" has the meaning set forth in the Placement
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Agreement.
"Holder" means each of the Purchasers, for so long as any such
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Purchaser shall hold Registrable Bonds, and each of their successors, assigns
and direct and indirect transferees who become holders of Registrable Bonds.
"Indenture" has the meaning set forth in the preamble hereto.
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"Initial Placement" has the meaning set forth in the preamble hereto.
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"Liquidated Damages" has the meaning set forth in Section 7(a) hereof.
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"Majority Holders" means the Holders of a majority of the aggregate
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principal amount of securities registered under a Registration Statement.
"Managing Underwriters" means the investment banker or investment
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bankers and manager or managers that shall administer an underwritten offering.
"Bonds" has the meaning set forth in the preamble hereto.
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"Prospectus" means the prospectus included in any Registration
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Statement (including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Bonds or the Exchange Bonds, covered by such Registration
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Statement, and all amendments and supplements to the Prospectus, including post-
effective amendments.
"Registrable Bonds" shall mean the Bonds; provided, however, that
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Bonds shall cease to be Registrable Bonds when (i) a Shelf Registration
Statement with respect to such Bonds shall have been declared effective under
the Act and such Bonds shall have been disposed of pursuant to such Registration
Statement, (ii) such Bonds shall have been sold pursuant to Rule 144(k) (or any
similar rule then in effect, but not Rule 144A) under the Act, (iii) such Bonds
shall have ceased to be outstanding or (iv) the Bonds shall have been exchanged
for Exchange Bonds which may be transferred without restriction under the Act.
"Registered Exchange Offer" means the proposed offer to the Holders to
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issue and deliver to such Holders a like principal amount of the Exchange Bonds,
in exchange for the Bonds.
"Registration Statement" means any Exchange Offer Registration
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Statement or Shelf Registration Statement that covers any of the Registrable
Bonds or the Exchange Bonds pursuant to the provisions of this Agreement, and
amendments and supplements to such registration statement, including post-
effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.
"Shelf Registration" means a registration effected pursuant to
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Section 3 hereof.
"Shelf Registration Event" has the meaning set forth in Section 3
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hereof.
"Shelf Registration Period" has the meaning set forth in Section 3(b)
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hereof.
"Shelf Registration Statement" means a "shelf" registration statement
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of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Registrable Bonds on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, and amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"Special Counsel" means Winthrop, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ or any one
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such other counsel as shall be specified by the Majority Holders of securities
included in the relevant Registration Statement, the reasonable fees and
expenses of which will be paid by the Company pursuant to Section 5 hereof.
"Trustee" has the meaning set forth in the preamble hereto.
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"Underwriter" means any underwriter of Registrable Bonds in connection
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with an offering thereof under a Shelf Registration Statement.
2. Registered Exchange Offer; Resales of Exchange Bonds by
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Exchanging Dealers. Unless prohibited by law or Commission policy: (a) The
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Company shall prepare and file with the Commission the Exchange Offer
Registration Statement. The Company shall use its best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act on or
prior to 150 days after the Closing Date.
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(b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Registrable Bonds for Exchange Bonds (assuming that such
Holder is not an affiliate of the Company within the meaning of the Act,
acquires the Exchange Bonds in the ordinary course of such Holder's business and
has no arrangements with any person to participate in the distribution (within
the meaning of the Act) of the Exchange Bonds) to transfer such Exchange Bonds
from and after their receipt without any limitations or restrictions under the
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States. The Company will be
entitled to close the Registered Exchange Offer 20 business days after the
commencement thereof provided that the Company has accepted all Bonds validly
tendered and not withdrawn pursuant to the Registered Exchange Offer.
(c) In connection with the Registered Exchange Offer, the Company
shall:
(i) mail to each Holder a copy of the Prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;
(ii) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York;
and
(iii) comply in all material respects with all applicable laws.
(d) On or prior to 180 days after the Closing Date, the Company
shall use its best efforts to:
(i) accept for exchange all Registrable Bonds validly tendered and
not withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation all Registrable Bonds so
accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each
Holder of tendered Registrable Bonds, Exchange Bonds of the appropriate
series equal in principal amount to the Registrable Bonds of such Holder so
accepted for exchange therefor.
(e) The Purchasers and the Company acknowledge that, pursuant to
interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an applicable exemption therefrom, each Exchanging Dealer is required
to deliver a Prospectus in connection with a sale of any Exchange Bonds received
by such Exchanging Dealer pursuant to the Registered Exchange Offer in exchange
for Registrable Bonds acquired for its own account as a result of market-making
activities or other trading activities. Accordingly, the Company shall:
(i) include the information set forth in Annex A hereto on the
cover of the Exchange Offer Registration Statement, in Annex B hereto in
the forepart of the Exchange Offer Registration Statement in a section
setting forth details of the Registered Exchange Offer, and in Annex C
hereto in the underwriting or plan of distribution section of the
Prospectus forming a part of the Exchange Offer Registration Statement, and
include the information set forth in Annex D hereto in the Letter of
Transmittal
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delivered pursuant to the Registered Exchange Offer; and
(ii) keep the Exchange Offer Registration Statement continuously
effective under the Act during the Exchange Offer Registration Period for
delivery of the Prospectus forming a part thereof by Exchanging Dealers in
connection with sales of Exchange Bonds received pursuant to the Registered
Exchange Offer, as contemplated by Section 4(h) below.
(f) In the event that the Purchasers determine that they are not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Bonds constituting any portion of their initial unsold allotment, at
the request of the Purchasers, the Company shall issue and deliver to the
Purchasers, in exchange for such Bonds, a like principal amount of Exchange
Bonds (provided that such Exchange Bonds shall include legends with respect to
restrictions on transfer and shall be deemed Registrable Bonds), and the Company
shall, for a period of 180 days after consummation of the Registered Exchange
Offer, make available as many copies of the Exchange Offer Registration
Statement Prospectus, as amended or supplemented, as reasonably requested by the
Purchasers. The Company shall seek to cause the CUSIP Service Bureau to issue
the same CUSIP number(s) for such securities as for the corresponding series of
Exchange Bonds issued pursuant to the Registered Exchange Offer. The Purchasers
agree to promptly notify the Company in writing following the resale of their
initial allotment of Bonds.
3. Shelf Registration. If, (i) because of any change in law or
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currently prevailing interpretations of law by the Commission's staff, the
Company determines upon advice of its outside counsel that it is not permitted
to file the Exchange Offer Registration Statement or effect the Registered
Exchange Offer as contemplated by Section 2 hereof, or (ii) for any other reason
the Registered Exchange Offer is not, despite the Company's best efforts,
consummated within 180 days of the Closing Date and the Holders of a majority in
principal amount of Bonds so request, or (iii) any Holder notifies the Company
that (a) due to a change in law or policy it is not entitled to participate in
the Exchange Offer; (b) due to a change in law or policy it may not resell the
Exchange Bonds acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (c) it is a broker-dealer and owns Bonds acquired directly from the
Company or any affiliate of the Company (the events described in clauses (i),
(ii) and (iii) of this paragraph are each referred to herein as a "Shelf
Registration Event"), the following provisions shall apply:
(a) The Company shall promptly deliver to the Holders written notice
of a Shelf Registration Event, and file with the Commission, prior to 30 days
after such filing obligation arises, and thereafter use its best efforts to
cause to be declared effective under the Act on or prior to 150 days after such
obligation arises, a Shelf Registration Statement relating to the offer and sale
of the Registrable Bonds by the Holders from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that with respect to Exchange Bonds
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received by the Purchasers in exchange for Bonds constituting any portion of an
unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of their obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.
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(b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended in order
to permit the Prospectus forming part thereof to be usable by Holders for a
period of two years from the Closing Date or such shorter period that will
terminate when all the Registrable Bonds covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or
otherwise cease being Registrable Bonds (in any such case, such period being
called the "Shelf Registration Period").
4. Registration Procedures. In connection with any Shelf
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Registration Statement and, to the extent specified, any Exchange Offer
Registration Statement, the following provisions shall apply:
(a) The Company shall furnish to each Purchaser, prior to the filing
thereof with the Commission, a copy of any Shelf Registration Statement and
any Exchange Offer Registration Statement, and each amendment thereof and
each amendment or supplement, if any, to the Prospectus included therein
and the Company shall, upon request, promptly incorporate in such
Registration Statement, such information and comments as the Purchasers
reasonably agree with the Company and its counsel should be included
therein provided that the Company shall not be required to take any action
under this Section 4(a) that is not in the reasonable opinion of counsel
for the Company in compliance with applicable law.
(b) The Company shall ensure that (i) any Registration Statement and
any amendment thereto and any Prospectus forming a part thereof and any
amendment or supplement thereto complies in all material respects with the
Act, (ii) any Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (iii) any Prospectus
forming part of any Registration Statement, and any amendment or supplement
to such Prospectus, does not, during the period when delivery thereof is
required, include an 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.
(c) (1) The Company shall advise the Purchasers and, in the case of
a Shelf Registration Statement, the Holders of securities covered thereby
and, if requested by you or any such Holder, confirm such advice in
writing:
(i) when a Registration Statement and any amendment thereto
has been filed with the Commission and when a Registration Statement
or any post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or
supplements to a Registration Statement or the Prospectus included
therein or for additional information.
(2) The Company shall advise the Purchasers and, in the case
of a Shelf Registration Statement, the Holders of securities covered
thereby, and, in the case of an Exchange Offer Registration Statement, any
Exchanging Dealer which has provided in writing to the Company a telephone
or facsimile number and address for notices, and,
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if requested by you or any such Holder or Exchanging Dealer, confirm such
advice in writing:
(i) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose;
(ii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the securities
included therein for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(iii) of the suspension of the use of a Prospectus.
(d) The Company shall use its best efforts to prevent the issuance
or obtain the withdrawal of any order suspending the effectiveness or use
of any Registration Statement at the earliest possible time.
(e) The Company shall furnish to each Holder of securities
included within the coverage of any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits
(including those incorporated by reference).
(f) The Company shall, during the Shelf Registration Period, as
promptly as is reasonably practicable deliver to each Holder of securities
included within the coverage of any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment
or supplement thereto as such Holder may reasonably request; and subject to
Section 4(k), the Company consents to the use of the Prospectus or any
amendment or supplement thereto as to which no notice has been given
pursuant to paragraph 4(c)(2) by each of the selling Holders of securities
in connection with the offering and sale of the securities covered by the
Prospectus or any amendment or supplement thereto.
(g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, any documents incorporated by reference
therein, and, if the Exchanging Dealer so requests in writing, all exhibits
(including those incorporated by reference).
(h) The Company shall, during the Exchange Offer Registration
Period, promptly deliver to each Exchanging Dealer, without charge, as many
copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as such Exchanging Dealer
may reasonably request for delivery by such Exchanging Dealer in connection
with a sale of Exchange Bonds received by it pursuant to the Registered
Exchange Offer; and subject to Section 4(k), the Company consents to the
use of the Prospectus or any amendment or supplement thereto as to which no
notice has been given pursuant to paragraph 4(c)(2) by any such Exchanging
Dealer, as aforesaid.
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(i) Prior to the Registered Exchange Offer or the effectiveness of
a Registration Statement, the Company shall, if required by applicable law,
register or qualify or cooperate with the Holders of securities included
therein and their respective counsel in connection with the registration or
qualification of such securities for offer and sale under the securities or
blue sky laws of such jurisdictions as any such Holders reasonably request
in writing and do any and all other acts or things necessary or advisable
to enable the offer and sale in such United States jurisdictions of the
securities covered by such Registration Statement; provided, however, that
the Company will not be required to (i) qualify generally to do business or
as a foreign corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to so qualify but for this Section
4(i), (ii) file any general consent to service of process in any
jurisdiction where it is not as of the date hereof so subject or (iii)
subject itself to taxation in any jurisdiction where it is not otherwise
subject.
(j) Unless the applicable securities shall be in book-entry only
form, the Company shall cooperate with the Holders of Bonds to facilitate
the timely preparation and delivery of certificates representing
Registrable Bonds to be sold pursuant to any Registration Statement free of
any restrictive legends and in such denominations and registered in such
names as Holders may request prior to sales of Registrable Bonds pursuant
to such Registration Statement.
(k) Upon the occurrence of any event contemplated by paragraphs
(c)(1)(ii) or (c)(2) above, the Company agrees to notify the Purchasers,
and in the case of a Shelf Registration Statement, the Holders of
securities covered thereby, to suspend use of the Prospectus and the
Company shall prepare, using its best efforts to do so as soon as possible,
a post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to purchasers of the securities included
therein, the Prospectus will not include an 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 and the Purchasers, and in the case of a Shelf Registration
Statement, the Holders of securities covered thereby, shall suspend use of
such Prospectus until the Company has amended or supplemented such
Prospectus so that such Prospectus does not contain any such untrue
statement or omission.
(1) The Company shall use its best efforts to cause The Depository
Trust Company ("DTC"), on the first business day following the effective
date of any Shelf Registration Statement hereunder or as soon as possible
thereafter, to remove (i) from any existing CUSIP number assigned to any
series of Registrable Bonds, any designation indicating that such
Registrable Bonds are "restricted securities," which efforts shall include
delivery to DTC of a letter executed by the Company to such effect and (ii)
any other stop or restriction on DTC's system with respect to such
Registrable Bonds. In the event the Company is unable to cause DTC to take
the actions described in the immediately preceding sentence, the Company
shall take such actions as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may reasonably request to
provide, as soon as practicable, a CUSIP number for each series of
Registrable Bonds registered under such Registration Statement and to cause
such CUSIP numbers to be assigned to such Registrable Bonds (or to the
maximum aggregate principal amount of such Registrable Bonds to which such
number(s) may be assigned). Upon compliance with the foregoing
requirements of this Section 4(1), the Company shall provide the Trustee
with printed certificates for each series of Registrable Bonds, in a form
eligible for deposit with DTC.
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(m) The Company shall use its best efforts to comply with all
applicable rules and regulations of the Commission and shall make generally
available to its security holders as soon as practicable after the
effective date of the applicable Registration Statement an earnings
statement satisfying the provisions of Section 11(a) of the Act.
(n) The Company shall cause the Indenture to be qualified under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in
a timely manner.
(o) The Company may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding such Holder and the distribution of such securities
by such Holder as the Company may from time to time reasonably require for
inclusion in such Registration Statement, and securities of a Holder which
does not provide information necessary for inclusion in such Registration
Statement may be omitted from any Shelf Registration Statement.
(p) The Company shall, upon request, promptly incorporate in a
Prospectus supplement or post-effective amendment to a Shelf Registration
Statement, such information as the Managing Underwriters and Majority
Holders reasonably agree with the Company and its counsel should be
included therein and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as notified of the matters
to be incorporated in such Prospectus supplement or post-effective
amendment provided that the Company shall not be required to take any
action under this Section 4(p) that is not in the reasonable opinion of
counsel for the Company in compliance with applicable law.
(q) In the case of any Shelf Registration Statement, the Company
shall enter into such customary agreements (including underwriting
agreements) and take all other appropriate and reasonably required actions
in connection therewith in order to expedite or facilitate the registration
or the disposition of the Registrable Bonds and in connection therewith, if
an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set
forth in Section 6 (or such other provisions and procedures acceptable to
the Holders of a majority in aggregate principal amount of Registrable
Bonds and the Managing Underwriters, if any) with respect to all parties to
be indemnified pursuant to Section 6.
(r) In the case of any Shelf Registration Statement, the Company
shall (i) make reasonably available for inspection by the Holders of
securities to be registered thereunder, subject to their acceptance of the
provisions of this Section 4(r), any underwriter participating in any
distribution pursuant to such Registration Statement, and any Special
Counsel, accountant or other agent retained by the Holders or any such
underwriter, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries as shall
reasonably be required in connection with the discharge of their due
diligence obligations; (ii) cause the Company's officers, directors and
employees and any relevant trustee to supply all relevant information
reasonably requested by the Holders or any such underwriter, Special
Counsel, accountant or agent in connection with any such Registration
Statement as is customary for similar due diligence examinations; provided,
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however, that the foregoing inspection and information gathering shall be
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coordinated on behalf of the Holders and the other parties entitled thereto
by the Special Counsel and other parties; (iii) make such representations
and warranties to the Holders of securities registered thereunder and the
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underwriters, if any, in form, substance and scope as are customarily made
by issuers to underwriters in secondary offerings and covering such matters
as are customarily covered in representations and warranties requested in
secondary offerings; (iv) obtain opinions of counsel to the Company and
updates thereof addressed to each selling Holder and the underwriters, if
any, covering such matters and with such exceptions as are customarily
covered or taken in opinions requested in secondary offerings, (v) obtain
"cold comfort" letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of securities registered
thereunder and the underwriters, if any, in customary form and covering
matters of the type customarily covered in "cold comfort" letters in
connection with secondary offerings; and (vi) deliver such documents and
certificates as may be reasonably requested by the Majority Holders and the
Managing Underwriters, if any, or their counsel including those to evidence
compliance with Section 4(k) and with conditions customarily contained in
the underwriting agreement or other agreement entered into by the Company.
The foregoing actions set forth in clauses (iii) and (v) of this Section
4(r) shall be performed at the effectiveness of such Registration Statement
and those set forth in clauses (iii), (iv), (v) and (vi) of this Section
4(r) shall be performed at each closing under any underwriting or similar
agreement as and to the extent required thereunder.
(s) In the case of any Exchange Offer Registration Statement, if
requested by the Purchasers, the Company shall (i) make reasonably
available for inspection by the Purchasers, subject to their acceptance of
the provisions of this Section 4(s), and any Special Counsel, accountant or
other agent retained by the Purchasers, all relevant financial and other
records, pertinent corporate documents and properties of the Company and
its subsidiaries as shall reasonably be required in connection with the
discharge of their due diligence obligations; (ii) cause the Company's
officers, directors and employees and any relevant trustee to supply all
relevant information reasonably requested by the Purchasers or any such
Special Counsel, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence
examinations; provided, however, that the foregoing inspection and
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information gathering shall be coordinated on behalf of the Purchasers and
other parties entitled thereto by the Special Counsel and other parties;
(iii) make such representations and warranties to the Purchasers, in form,
substance and scope as are customarily made by issuers to underwriters in
secondary offerings and covering such matters as are customarily covered in
representations and warranties requested in secondary offerings; and (iv)
deliver such documents and certificates as may be reasonably requested by
the Special Counsel, including those to evidence compliance with Section
4(k) and with conditions customarily contained in underwriting agreements.
The foregoing actions set forth in clauses (iii) and (iv) of this Section
4(s) shall be performed, if requested by the Special Counsel, at the
closing of the Registered Exchange Offer and the effective date of any
post-effective amendment to the Exchange Offer Registration Statement.
5. Registration Expenses. The Company shall bear all expenses
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incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof, including for the reasonable fees and disbursements of the
Special Counsel; provided, however, that each Holder shall pay all underwriting
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discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Bonds pursuant to a Shelf Registration Statement.
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6. Indemnification; Contribution.
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(a) The Company agrees to indemnify and hold harmless each Holder
and each person, if any, who controls any Holder within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any amendment thereof, including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary Prospectus or any Prospectus (or
amendment or supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Holder furnished to the Company in writing by such
Holder expressly for use therein. The Company shall also indemnify each
Exchanging Dealer participating in the offering and sale of the Bonds and each
person who controls any such Exchanging Dealer (within the meaning of Section 15
of the Act or Section 20 of the Exchange Act) to the same extent and with the
same limitations as provided above with respect to the indemnification of the
Holders of the Bonds.
(b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Company's directors, the Company's officers who
sign a Registration Statement, and each person, if any, who controls the Company
within the meaning of either Section 15 of the Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by (i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or any amendment thereof, or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary Prospectus or any Prospectus (or amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, but in the case of clauses (i) and (ii), only
with reference to information relating to such Holder furnished to the Company
in writing by such Holder expressly for use in such Registration Statement,
preliminary Prospectus, Prospectus or any amendments or supplements thereto. In
no event shall the liability of any Holder of the Bonds hereunder be greater in
amount than the net dollar amount of the proceeds received by such Holder from
the sale of the Bonds giving rise to such indemnification obligation.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs, such
person (the "indemnified party") shall promptly notify the person against whom
----------- -----
such indemnity may be sought (the "indemnifying party") in writing and the
------------------
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any
-11-
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for (a) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all persons, if any, who control any Holders within the meaning
of either Section 15 of the Act or Section 20 of the Exchange Act, and (b) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its officers and directors and each person, if any,
who controls the Company within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Company, its officers and directors and any such
control persons of the Company, such firm shall be designated in writing by the
Company. In the case of any such separate firm for the Holders or any such
control persons of any Holders, such firm shall be designated in writing on
behalf of the Majority Holders. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) To the extent the indemnification provided for in paragraph (a)
or (b) of this Section 6 is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities referred to herein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this paragraph are several in
proportion to the respective principal amounts of the Bonds they have sold
pursuant to a Registration Statement, and not joint.
(e) The Company and the Holders agree that it would not be just or
equitable if contribution pursuant to Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) of this Section 6. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in paragraph (d) of this Section 6
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses
-12-
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6, a Holder of Registrable Bonds shall not be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Bonds sold by such indemnifying party and distributed to the public were offered
to the public pursuant to any Registration Statement exceeds the amount of any
damages which such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. 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. The remedies provided
for in this Section 6 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in
equity.
(f) The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder, or the Company or any person
controlling the Company and (iii) the sale of any Registrable Bonds pursuant to
an effective Registration Statement by any Holder.
7. Liquidated Damages Under Certain Circumstances. (a) Liquidated
----------------------------------------------
damages ("Liquidated Damages") shall become payable in respect of Registrable
Bonds as follows if either of the following events occur (each such event, a
"Registration Default")
(i) if the Registered Exchange Offer is not consummated on or prior
to the 180th day following the Closing Date; or
(ii) if after the Exchange Offer Registration Statement or Shelf
Registration Statement is declared effective, (A) such Exchange Offer
Registration Statement or Shelf Registration Statement ceases to be
effective prior to the end of the Exchange Offer Registration Period or
Shelf Registration Period (except as permitted in paragraph (b) of this
Section 7) or (B) such Exchange Offer Registration Statement or Shelf
Registration Statement or the related Prospectus ceases to be usable in
connection with resales of Registrable Bonds covered by such Exchange Offer
Registration Statement or Shelf Registration Statement prior to the end of
the Exchange Offer Registration Period or Shelf Registration Period (except
as permitted in paragraph (b) of this Section 7) because (1) the Company
determines that any event occurs as a result of which the related
Prospectus forming part of such Exchange Offer Registration Statement or
Shelf Registration Statement 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, (2) the Company determines that it shall be necessary
to amend such Exchange Offer Registration Statement or Shelf Registration
Statement, or supplement the related Prospectus, to comply with the Act or
the Exchange Act or the rules thereunder, or (3) the Company determines
that it is advisable to suspend use of the Prospectus for a discrete period
of time due to pending material corporate developments or similar material
events that have not yet been publicly disclosed and as to which the
Company believes public disclosure will be prejudicial to the Company.
Liquidated Damages shall accrue on the Registrable Bonds over and
above the original interest rate set forth in the Registrable Bonds following
the occurrence of a Registration Default set forth in clauses (i) and (ii) above
from and including the next day following each such Registration Default, with
respect to the first 90-day period immediately following the
-13-
occurrence of such Registration Default by 0.50% per annum and will increase by
an additional 0.50% per annum with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of 1.50%
per annum; provided that in no event shall the interest rate payable on the
--------
Registrable Bonds be increased more than 0.50% per annum in any single 90-day
period above the interest rate applicable immediately prior to commencement of
such 90-day period. The Liquidated Damages attributable to each Registration
Default shall cease to accrue from the date such Registration Default is cured;
the effectiveness of the Shelf Registration Statement filed pursuant to Section
3 hereof shall be deemed to cure the Registration Default referred to in clause
(i) above.
(b) A Registration Default referred to in clause (ii) above shall be
deemed not to have occurred and be continuing in relation to the Exchange Offer
Registration Statement or Shelf Registration Statement or the related Prospectus
if (i) such Registration Default has occurred solely as a result of (x) the
filing of a post-effective amendment to such Exchange Offer Registration
Statement or Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related Prospectus or (y) the occurrence of other material
events or developments with respect to the Company that would need to be
described in such Exchange Offer Registration Statement or Shelf Registration
Statement or the related Prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Exchange Offer Registration Statement or Shelf Registration Statement and
related Prospectus to describe such events.
(c) As set forth in the Bonds (and without duplication), any amounts
of Liquidated Damages due pursuant to the foregoing paragraphs will be payable
in cash on June 1 and December 1 of each year to the holders of record on the
preceding May 15 and November 15, respectively (or if such record date is a day
on which banks are authorized to close in New York City, on the preceding
banking day).
8. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Company has not, as of the date
--------------------------
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to the Bonds that is inconsistent with the rights granted
to the Holders herein or otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Holders of at least a majority of the then outstanding aggregate
principal amount of the Registrable Bonds; provided, however, that, with respect
-------- -------
to any matter that affects the rights of any Purchaser hereunder, the Company
shall obtain the written consent of such Purchaser. Notwithstanding the
foregoing (except the foregoing proviso), a waiver or consent to departure from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Registrable Bonds are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Holders of a majority of the
Registrable Bonds, determined on the basis of Registrable Bonds being sold
rather than registered under such Registration Statement.
(c) Notices. All notices and other communications provided for or
-------
permitted
-14-
hereunder shall be made in writing by hand-delivery, first-class mail, telex,
telecopier, or air courier guaranteeing overnight delivery:
(1) if to a Holder, at the most current address given by such Holder
to the Company in accordance with the provisions of this Section 8(c),
which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
(2) if to the Purchasers, initially at the address set forth in the
Placement Agreement; and
(3) if to the Company, initially at the address set forth in the
Placement Agreement.
All such notices and communications shall be deemed to have been duly
given when received.
The Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(d) Successors and Assigns. This Agreement shall inure to the
----------------------
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders of Registrable Bonds. The Company hereby
agrees to extend the benefits of this Agreement to any Holder of Registrable
Bonds and any such Holder may enforce the provisions of this Agreement as if an
original party hereto.
(e) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.
(h) Severability. In the event that any one or more of the
------------
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.
(i) Bonds Held by the Company, etc. Whenever the consent or
-------------------------------
approval of Holders of a specified percentage of principal amount of Registrable
Bonds is required hereunder, Bonds or Exchange Bonds, as applicable, held by the
Company or its Affiliates (other than subsequent Holders of Registrable Bonds if
such subsequent Holders are deemed to be
-15-
Affiliates solely by reason of their holdings of such Bonds or Exchange Bonds)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.
-16-
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart thereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the several Purchasers and the Company in accordance with its terms.
Very truly yours,
THE CONNECTICUT LIGHT AND
POWER COMPANY
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
The foregoing is
hereby confirmed
and accepted as of
the date first above
written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
SALOMON BROTHERS INC
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III
Title: Vice President
-17-
ANNEX A
Each broker-dealer that receives Exchange Bonds for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Bonds. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Bonds received in exchange for Registrable Bonds where
such Registrable Bonds were acquired by such broker-dealer as a result of market
making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution."
-A1-
ANNEX B
Each broker-dealer that receives Exchange Bonds for its own account in
exchange for Bonds where such Bonds were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Bonds. See "Plan of Distribution."
-B1-
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Bonds for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Bonds. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Bonds received in
exchange for Existing Bonds where such Existing Bonds were acquired as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.
The Company will not receive any proceeds from any sale of Exchange Bonds
by broker-dealers. Exchange Bonds received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Bonds or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Bonds. Any broker-
dealer that resells Exchange Bonds that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Bonds may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of Exchange
Bonds and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the fees and disbursements of one
counsel for the holders of the Registrable Bonds) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the
Registrable Bonds (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.
-C1-
ANNEX D
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
-------------------------------
Address:
----------------------------
----------------------------
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Bonds. If the undersigned is a broker-dealer that will receive Exchange
Bonds for its own account in exchange for Bonds that were acquired as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Bonds;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
-D1-
