EXHIBIT B.8
SECOND SUPPLEMENT AND AMENDMENT
This Second Supplement and Amendment dated as of [ , 1999] (this
"Second Supplement") is between Bankers Trust Company, not in its individual
capacity but solely as trustee of the Niantic Bay Fuel Trust (in such
capacity, the "Trustee") under the Trust Agreement dated as of January 4,
1982, as amended and restated by the Amendment to and Restatement of Trust
Agreement dated as of February 11, 1992, between it, State Street Bank and
Trust Company of Connecticut, National Association (which is the successor
trustor to The New Connecticut Bank and Trust Company, National Association,
as assignee of the Federal Deposit Insurance Corporation, as receiver of The
Connecticut Bank and Trust Company, National Association), as Trustor, and
The Connecticut Light and Power Company ("CL&P"), and Western Massachusetts
Electric Company ("WMECO"), as Beneficiaries, and The First National Bank of
Chicago, as Collateral Agent (in such capacity, the "Collateral Agent") for
the ratable benefit of the secured parties referred to therein.
W I T N E S S E T H:
WHEREAS, the Trustee and the Collateral Agent entered into that certain
Security Agreement and Assignment of Contracts dated as of January 4, 1982,
as amended and restated by the Amendment to and Restatement of Security
Agreement and Assignment of Contracts dated as of February 11, 1992, and as
further supplemented and amended by the First Supplement and Amendment (the
"First Supplement") dated as of May 1, 1998 (as so amended and supplemented,
the "Existing Security Agreement", and the Existing Security Agreement, as
further supplemented and amended hereby, is hereinafter referred to as the
"Security Agreement"); and
WHEREAS, the Trustee, CL&P and WMECO are parties to a Nuclear Fuel Lease
Agreement dated as of January 4, 1982, as amended and restated by the
Amendment to and Restatement of Nuclear Fuel Lease Agreement dated as of
February 11, 1992 (as so amended and restated, the "Existing Nuclear Fuel
Lease Agreement"), between the Trustee, as Lessor (the "Lessor"), and CL&P
and WMECO, as Lessees (the "Lessees"); and
WHEREAS, the Lessor and the Lessees have entered into that certain
Modification and Amendment of Nuclear Fuel Lease dated as of February __,
1999 (the "Modification and Amendment"), which Modification and Amendment
amends the Existing Nuclear Fuel Lease Agreement to provide, inter alia, for
the release of all Unit 1 Nuclear Fuel (as defined in the Modification and
Amendment) in exchange for the issuance by CL&P and WMECO of $80,000,000 of
collateral first mortgage bonds to the Trustee; and
WHEREAS, CL&P (i) pursuant to the CL&P Indenture (as hereinafter defined), is
securing its obligations under the Existing Nuclear Fuel Lease Agreement, as
modified and amended by the Modification and Amendment, by issuing a
$64,800,000 Collateral First Mortgage Bond, (ii) has agreed in the Lessees'
Collateral Bond Consent (as hereinafter defined) to the Trustee's pledge to
the Collateral Agent of all of the Trustee's rights under such Collateral
First Mortgage Bond, and (iii) is making such Collateral First Mortgage Bond
payable to the Collateral Agent in order to facilitate such pledge; and
WHEREAS, WMECO (i) pursuant to the WMECO Indenture (as hereinafter defined),
is securing its obligations under the Existing Nuclear Fuel Lease Agreement,
as modified and amended by the Modification and Amendment, by issuing a
$15,200,000 Collateral First Mortgage Bond, (ii) has agreed in the Lessees'
Collateral Bond Consent (as hereinafter defined) to the Trustee's pledge to
the Collateral Agent of all of the Trustee's rights under such Collateral
First Mortgage Bond, and (iii) is making such Collateral First Mortgage Bond
payable to the Collateral Agent in order to facilitate such pledge; and
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions.
(a) Unless the context otherwise requires, each term used herein which is
defined in the Security Agreement shall have the meaning assigned to it in
the Security Agreement.
(b) Unless the context otherwise specifies or requires, each term defined in
this Section 1(b) shall, when used in this Second Supplement, have the
meaning indicated below. To the extent that certain of the terms defined in
this Section 1(b) are defined by cross-reference to documents which may not
be in full force and effect during the entire term of this Second Supplement
and the Security Agreement, the definitions contained in such documents shall
be and remain effective for purposes of implementing this Second Supplement
and the Security Agreement during the entire term of the Security Agreement.
"CL&P Indenture" shall mean that certain Indenture of Mortgage and Deed of
Trust dated as of May 1, 1921 from CL&P to Bankers Trust Company, as trustee,
as previously and hereafter amended and supplemented.
"Collateral First Mortgage Bond" shall mean (i) with respect to CL&P, that
certain $72,900,000 First and Refunding Mortgage Bond, 1998 Series A, issued
by CL&P as of May 1, 1998 pursuant to the CL&P Indenture to the Collateral
Agent for the benefit of the Lenders, in substantially the form of Exhibit
"A" attached to the First Supplement, that certain $64,800,000 First and
Refunding Mortgage Bond, 1999 Series A, issued by CL&P on the date hereof
pursuant to the CL&P Indenture to the Collateral Agent for the benefit of the
Lenders, in substantially the form of Exhibit "A" attached hereto, and such
other collateral mortgage bonds as may be issued by CL&P from time to time
pursuant to the CL&P Indenture to the Collateral Agent for the benefit of the
Lenders, as the same may be amended, supplemented or otherwise modified from
time to time, and (ii) with respect to WMECO, that certain $17,300,000 First
Mortgage Bond, 1998 Series A, issued by WMECO as of May 1, 1998 pursuant to
the WMECO Indenture to the Collateral Agent for the benefit of the Lenders in
substantially the form of Exhibit "B" attached to the First Supplement, that
certain $15,200,000 First Mortgage Bond, 1999 Series A, issued by WMECO on
the date hereof pursuant to the WMECO Indenture to the Collateral Agent for
the benefit of the Lenders, in substantially the form of Exhibit "B" attached
hereto, and such other collateral mortgage bonds as may be issued by WMECO
from time to time pursuant to the WMECO Indenture to the Collateral Agent for
the benefit of the Lenders, as the same may be amended, supplemented or
otherwise modified from time to time.
"Lessees" Collateral Bond Consent" shall mean a Third Amended and Restated
Lessees' Consent and Agreement duly executed and delivered by both of the
Lessees in substantially the form of Exhibit "C" attached hereto, as it may
be amended, supplemented or otherwise modified from time to time.
"WMECO Indenture" shall mean that certain First Mortgage Indenture and Deed
of Trust dated as of August 1, 1954 from WMECO to State Street Bank and Trust
Company, as successor trustee, as previously and hereafter amended and
supplemented.
Section 2. Amendments to the Existing Security Agreement. Effective on the
execution of this Second Supplement by the Trustee and the Collateral Agent
and the execution and delivery by the Lessees to the Collateral Agent of the
Lessees' Collateral Bond Consent, the Existing Security Agreement shall be
amended as follows:
A. The definition of "Collateral First Mortgage Bonds" set forth in Section
1 of the Existing Security Agreement shall be amended by deleting it in its
entirety and substituting in lieu thereof the following new definition:
"'Collateral First Mortgage Bonds' shall have the meaning specified in
Section 1(b) of the Second Supplement."
B. Section 1 of the Existing Security Agreement shall be amended by adding
thereto between the existing definitions of "Ratable Loan" and "Secured
Obligations" the following new definition of "Second Supplement":
"'Second Supplement' shall mean the Second Supplement and Amendment dated as
of [ , 1999] between the Trustee and the Collateral Agent which
supplemented and amended this Security Agreement."
Section 3. Concerning Trustee. (a) Bankers Trust Company, in its capacity
as Trustee, is entering into this Second Supplement solely as trustee under
the Trust Agreement and pursuant to instructions contained therein, and not
in its individual capacity and in no case whatsoever shall Bankers Trust
Company (or any entity acting as successor trustee, co-trustee or separate
trustee under the Trust Agreement) be personally liable on, or for any loss
in respect of, any of the statements, representations, warranties, agreements
or obligations of the Trustee hereunder, or for any losses the Trust may
suffer, as to all of which the Collateral Agent, on behalf of the Secured
Parties, agrees to look solely to the Trust, except for any loss caused by
the Trustee's willful misconduct or gross negligence (provided that this
exception shall not be deemed to apply to the extent that the Trustee has
followed instructions given to it, or which it is authorized to accept,
pursuant to this Second Supplement, the Security Agreement and the Trust
Agreement).
(b) The Collateral Agent, on behalf of the Secured Parties, agrees that if a
successor trustee is appointed in accordance with the terms of the Trust
Agreement, such successor trustee shall, without further act, succeed to all
the rights, duties, immunities and obligations of the Trustee hereunder and
the predecessor trustee shall be released from all further duties and
obligations hereunder, all without in any way altering the terms of this
Second Supplement or the Trustee's obligations hereunder.
Section 4. Notices. All notices and other communications provided to any
party hereto under this Second Supplement shall be given as provided for in
Section 15 of the Security Agreement.
Section 5. Effect on the Existing Security Agreement. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Existing Security Agreement (a) shall remain unaltered, (b)
shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms, and (c) are hereby ratified and
confirmed in all respects. Upon the effectiveness of this Second Supplement,
all references in the Existing Security Agreement (including references in
the Existing Security Agreement as amended by this Second Supplement) to
"this Security Agreement" (and all indirect references such as "hereby",
"herein", "hereof" and "hereunder") shall be deemed to be references to the
Existing Security Agreement as supplemented and amended by this Second
Supplement.
Section 6. Expenses. The Trustee shall reimburse the Collateral Agent,
solely from Trust funds, for any and all reasonable costs, internal charges
and out-of-pocket expenses (including attorneys' fees and time charges of
attorneys for the Collateral Agent, which attorneys may be employees of the
Collateral Agent) paid or incurred by the Collateral Agent in connection with
the preparation, review, execution and delivery of this Second Supplement.
Section 7. Entire Agreement This Second Supplement and the Existing
Security Agreement as supplemented and amended by this Second Supplement
embody the entire agreement and understanding between the parties hereto and
supersede any and all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.
SECTION 8. GOVERNING LAW. THIS SECOND SUPPLEMENT SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9. Counterparts. This Second Supplement may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Second Supplement
by signing any such counterpart.
IN WITNESS WHEREOF, each of the Trustee and the Collateral Agent have
executed and delivered this Second Supplement and Amendment as of the date
first set forth above.
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee of the Niantic Bay Fuel
Trust under the Trust Agreement dated as of January 4, 1982, as amended and
restated by the Amendment to and Restatement of Trust Agreement dated as of
February 11, 1992, between it and the Trustor and the beneficiaries named
therein
By: /s/
Title: /s/
THE FIRST NATIONAL BANK OF CHICAGO,
as Collateral Agent
By: /s/
Title: /s/
