10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 30, 2012
	OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________

Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	I.R.S. Employer Identification No.
1-5324	NORTHEAST UTILITIES (a Massachusetts voluntary association) One Federal Street Building 111-4 Springfield, Massachusetts 01105 Telephone:  (413) 785-5871	04-2147929

0-00404 THE CONNECTICUT LIGHT AND POWER COMPANY
(a Connecticut corporation)
107 Selden Street
Berlin, Connecticut 06037-1616
Telephone:  (860) 665-5000 06-0303850

1-02301 NSTAR ELECTRIC COMPANY
(a Massachusetts corporation)
800 Boylston Street
Boston, Massachusetts 02199
Telephone:  (617) 424-2000 04-1278810

1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(a New Hampshire corporation)
Energy Park
780 North Commercial Street
Manchester, New Hampshire 03101-1134
Telephone:  (603) 669-4000 02-0181050

0-7624 WESTERN MASSACHUSETTS ELECTRIC COMPANY
(a Massachusetts corporation)
One Federal Street
Building 111-4
Springfield, Massachusetts 01105
Telephone:  (413) 785-5871 04-1961130

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Yes	No
ü

Indicate by check mark whether the registrants have submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes	No
ü

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check one):

	Large Accelerated Filer	Accelerated Filer	Non-accelerated Filer
Northeast Utilities	ü
The Connecticut Light and Power Company			ü
NSTAR Electric Company			ü
Public Service Company of New Hampshire			ü
Western Massachusetts Electric Company			ü

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):

	Yes	No
Northeast Utilities		ü
The Connecticut Light and Power Company		ü
NSTAR Electric Company		ü
Public Service Company of New Hampshire		ü
Western Massachusetts Electric Company		ü

Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date:

Company - Class of Stock	Outstanding as of October 31, 2012
Northeast Utilities Common shares, $5.00 par value	313,943,203 shares
The Connecticut Light and Power Company Common stock, $10.00 par value	6,035,205 shares
NSTAR Electric Company Common Stock, $1.00 par value	100 shares
Public Service Company of New Hampshire Common stock, $1.00 par value	301 shares
Western Massachusetts Electric Company Common stock, $25.00 par value	434,653 shares

Northeast Utilities, directly or indirectly, holds all of the 6,035,205 shares, 100 shares, 301 shares, and 434,653 shares of the outstanding common stock of The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company, respectively.  

NSTAR Electric Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company each meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q, and each is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.

GLOSSARY OF TERMS

The following is a glossary of abbreviations or acronyms that are found in this report.
CURRENT OR FORMER NU COMPANIES, SEGMENTS OR INVESTMENTS:
CL&P	The Connecticut Light and Power Company
CYAPC	Connecticut Yankee Atomic Power Company
HWP	HWP Company, formerly the Holyoke Water Power Company
MYAPC	Maine Yankee Atomic Power Company
NGS	Northeast Generation Services Company and subsidiaries
NPT	Northern Pass Transmission LLC
NSTAR	Parent Company of NSTAR Electric, NSTAR Gas and other subsidiaries (prior to the merger with NU); also the term used for NSTAR LLC and its subsidiaries
NSTAR Electric	NSTAR Electric Company
NSTAR Electric & Gas	NSTAR Electric & Gas Corporation, a Northeast Utilities service company
NSTAR Gas	NSTAR Gas Company
NSTAR LLC	Post-merger parent company of NSTAR Electric, NSTAR Gas and other subsidiaries, and successor to NSTAR
NU Enterprises	NU Enterprises, Inc., the parent company of Select Energy, NGS, NGS Mechanical, Select Energy Contracting, Inc. and E.S. Boulos Company
NU or the Company	Northeast Utilities and subsidiaries
NU parent and other companies	NU parent and other companies is comprised of NU parent, NSTAR LLC, NSTAR Electric & Gas, NUSCO and other subsidiaries, including NU Enterprises, NSTAR Communications, Inc., HWP, RRR (a real estate subsidiary), the non-energy-related subsidiaries of Yankee (Yankee Energy Services Company and Yankee Energy Financial Services Company), and the consolidated operations of CYAPC and YAEC
NUSCO	Northeast Utilities Service Company
NUTV	NU Transmission Ventures, Inc., the parent company of NPT and Renewable Properties, Inc.
PSNH	Public Service Company of New Hampshire
Regulated companies	NU's Regulated companies, comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric, PSNH, and WMECO, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, the generation activities of PSNH and WMECO, and NPT
RRR	The Rocky River Realty Company
Select Energy	Select Energy, Inc.
WMECO	Western Massachusetts Electric Company
YAEC	Yankee Atomic Electric Company
Yankee	Yankee Energy System, Inc.
Yankee Companies	CYAPC, YAEC and MYAPC
Yankee Gas	Yankee Gas Service Company
REGULATORS:
DEEP	Connecticut Department of Energy and Environmental Protection
DOE	U.S. Department of Energy
DOER	Massachusetts Department of Energy Resources
DPU	Massachusetts Department of Public Utilities
FERC	Federal Energy Regulatory Commission
ISO-NE	ISO New England, Inc., the New England Independent System Operator
MA DEP	Massachusetts Department of Environmental Protection
NHPUC	New Hampshire Public Utilities Commission
PURA	Connecticut Public Utilities Regulatory Authority
SEC	Securities and Exchange Commission
SJC	Supreme Judicial Court of Massachusetts
OTHER:
AFUDC	Allowance For Funds Used During Construction
AOCI	Accumulated Other Comprehensive Income/(Loss)
C&LM	Conservation and Load Management
CfD	Contract for Differences
Clean Air Project	The construction of a wet flue gas desulphurization system, known as "scrubber technology," to reduce mercury emissions of the Merrimack coal-fired generation station in Bow, New Hampshire
CPSL	Capital Projects Scheduling List

i

CTA	Competitive Transition Assessment
CWIP	Construction work in progress
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
ES	Default Energy Service
ESPP	Employee Share Purchase Plan
Fitch	Fitch Ratings
FMCC	Federally Mandated Congestion Charge
FTR	Financial Transmission Rights
GAAP	Accounting principles generally accepted in the United States of America
GSC	Generation Service Charge
GSRP	Greater Springfield Reliability Project
GWh	Gigawatt-Hours
HG&E	Holyoke Gas and Electric, a municipal department of the town of Holyoke, MA
HQ	Hydro-Québec, a corporation wholly owned by the Québec government, including its divisions that produce, transmit and distribute electricity in Québec, Canada
HVDC	High voltage direct current
Hydro Renewable Energy	Hydro Renewable Energy, Inc., a wholly owned subsidiary of Hydro-Québec
ISO-NE Tariff	ISO-NE FERC Transmission, Markets and Services Tariff
kV	Kilovolt
kW	Kilowatt (equal to one thousand watts)
kWh	Kilowatt-Hours (the basic unit of electricity energy equal to one kilowatt of power supplied for one hour)
LOC	Letter of Credit
LRS	Supplier of last resort service
MGP	Manufactured Gas Plant
MMBtu	One million British thermal units
Moody's	Moody's Investors Services, Inc.
MW	Megawatt
MWh	Megawatt-Hours
NEEWS	New England East-West Solution
Northern Pass	The high voltage direct current transmission line project from Canada into New Hampshire
NU Money Pool	Northeast Utilities Money Pool
NU supplemental benefit trust	The NU Trust Under Supplemental Executive Retirement Plan
NU 2011 Form 10-K	The Northeast Utilities and Subsidiaries 2011 combined Annual Report on Form 10-K as filed with the SEC
NSTAR 2011 Form 10-K	NSTAR 2011 Annual Report on Form 10-K as filed with the SEC
NSTAR Electric 2011 Form 10-K	NSTAR Electric 2011 Annual Report on Form 10-K as filed with the SEC
PAM	Pension and PBOP Rate Adjustment Mechanism
PBOP	Postretirement Benefits Other Than Pension
PBOP Plan	Postretirement Benefits Other Than Pension Plan that provides certain retiree health care benefits, primarily medical and dental, and life insurance benefits
PCRBs	Pollution Control Revenue Bonds
Pension Plan	Single uniform noncontributory defined benefit retirement plan
PPA	Pension Protection Act
RECs	Renewable Energy Certificates
Regulatory ROE	The average cost of capital method for calculating the return on equity related to the distribution and generation business segment excluding the wholesale transmission segment
ROE	Return on Equity
RRB	Rate Reduction Bond or Rate Reduction Certificate
RSUs	Restricted share units
S&P	Standard & Poor's Financial Services LLC
SBC	Systems Benefits Charge
SCRC	Stranded Cost Recovery Charge
SERP	Supplemental Executive Retirement Plan
SIP	Simplified Incentive Plan
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company

ii

NORTHEAST UTILITIES AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
ITEM 1 - Unaudited Condensed Consolidated Financial Statements for the Following Companies:
Northeast Utilities and Subsidiaries (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2012 and December 31, 2011	1
Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2012 and 2011	3
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2012 and 2011	3
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011	4
The Connecticut Light and Power Company and Subsidiary (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2012 and December 31, 2011	5
Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2012 and 2011	7
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2012 and 2011	7
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011	8
NSTAR Electric Company and Subsidiaries (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2012 and December 31, 2011	9
Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2012 and 2011	11
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011	12
Public Service Company of New Hampshire and Subsidiaries (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2012 and December 31, 2011	13
Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2012 and 2011	15
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2012 and 2011	15
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011	16
Western Massachusetts Electric Company and Subsidiary (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2012 and December 31, 2011	17
Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2012 and 2011	19
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2012 and 2011	19
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011	20
Combined Notes to Condensed Consolidated Financial Statements	21

iii

	Page
ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for the following companies:
Northeast Utilities and Subsidiaries	49
The Connecticut Light and Power Company and Subsidiary	68
NSTAR Electric Company and Subsidiaries	71
Public Service Company of New Hampshire and Subsidiaries	74
Western Massachusetts Electric Company and Subsidiary	76
ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	78
ITEM 4 – Controls and Procedures	78
PART II – OTHER INFORMATION
ITEM 1 – Legal Proceedings	79
ITEM 1A – Risk Factors	80
ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	80
ITEM 5 – Other Information	80
ITEM 6 – Exhibits	81
SIGNATURES	83

iv

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v

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2012		2011
ASSETS
Current Assets:
	Cash and Cash Equivalents	$	73,449	$	6,559
	Receivables, Net		773,415		488,002
	Unbilled Revenues		182,643		175,207
	Fuel, Materials and Supplies		267,281		248,958
	Regulatory Assets		647,615		255,144
	Marketable Securities		81,618		70,970
	Prepayments and Other Current Assets		112,965		112,632
Total Current Assets			2,138,986		1,357,472
Property, Plant and Equipment, Net			16,303,805		10,403,065
Deferred Debits and Other Assets:
	Regulatory Assets		5,008,034		3,267,710
	Goodwill		3,518,454		287,591
	Marketable Securities		394,207		60,311
	Derivative Assets		93,256		98,357
	Other Long-Term Assets		300,820		172,560
Total Deferred Debits and Other Assets			9,314,771		3,886,529
Total Assets		$	27,757,562	$	15,647,066
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2012		2011
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable		$	1,359,250	$	317,000
Long-Term Debt - Current Portion			879,746		331,582
Accounts Payable			542,691		633,282
Regulatory Liabilities			226,606		167,844
Derivative Liabilities			113,907		107,558
Other Current Liabilities			678,523		390,416
Total Current Liabilities			3,800,723		1,947,682
Rate Reduction Bonds			101,347		112,260
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes			3,429,538		1,868,316
Regulatory Liabilities			561,555		266,145
Derivative Liabilities			912,352		959,876
Accrued Pension, SERP and PBOP			2,015,649		1,326,037
Other Long-Term Liabilities			871,428		420,011
Total Deferred Credits and Other Liabilities			7,790,522		4,840,385
Capitalization:
Long-Term Debt			6,732,536		4,614,913
Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		116,200
Equity:
	Common Shareholders' Equity:
	Common Shares		1,662,358		980,264
	Capital Surplus, Paid In		6,183,715		1,797,884
	Retained Earnings		1,735,690		1,651,875
	Accumulated Other Comprehensive Loss		(64,209)		(70,686)
	Treasury Stock		(340,688)		(346,667)
Common Shareholders' Equity			9,176,866		4,012,670
Noncontrolling Interests			-		2,956
Total Equity			9,176,866		4,015,626
Total Capitalization			16,064,970		8,746,739
Total Liabilities and Capitalization		$	27,757,562	$	15,647,066
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars, Except Share Information)			2012		2011		2012		2011
Operating Revenues			$	1,861,529	$	1,114,892	$	4,589,835	$	3,397,624
Operating Expenses:
	Purchased Power, Fuel and Transmission			602,751		406,237		1,540,110		1,285,483
	Operations and Maintenance			395,531		255,551		1,187,471		788,875
	Depreciation			144,475		75,196		369,798		222,784
	Amortization of Regulatory Assets, Net			43,835		36,163		74,851		86,653
	Amortization of Rate Reduction Bonds			43,044		17,680		102,144		52,047
	Energy Efficiency Programs			98,326		35,255		209,089		99,658
	Taxes Other Than Income Taxes			120,662		84,994		319,559		252,817
		Total Operating Expenses		1,448,624		911,076		3,803,022		2,788,317
Operating Income				412,905		203,816		786,813		609,307
Interest Expense:
	Interest on Long-Term Debt			86,459		57,461		233,352		171,905
	Interest on Rate Reduction Bonds			1,681		2,018		5,168		6,889
	Other Interest			2,221		4,453		7,336		5,922
		Interest Expense		90,361		63,932		245,856		184,716
Other Income, Net				4,324		1,430		14,904		19,077
Income Before Income Tax Expense				326,868		141,314		555,861		443,668
Income Tax Expense				117,360		49,883		199,379		157,934
Net Income				209,508		91,431		356,482		285,734
Net Income Attributable to Noncontrolling Interests				1,880		1,470		5,253		4,340
Net Income Attributable to Controlling Interest			$	207,628	$	89,961	$	351,229	$	281,394
Basic Earnings Per Common Share			$	0.66	$	0.51	$	1.33	$	1.59
Diluted Earnings Per Common Share			$	0.66	$	0.51	$	1.32	$	1.58
Dividends Declared Per Common Share			$	0.34	$	0.28	$	0.97	$	0.83
Weighted Average Common Shares Outstanding:
	Basic			314,806,441		177,497,862		264,636,636		177,344,481
	Diluted			315,805,796		177,835,348		265,353,377		177,647,694
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Net Income			$	209,508	$	91,431	$	356,482	$	285,734
Other Comprehensive Income/(Loss), Net of Tax:
	Qualified Cash Flow Hedging Instruments			516		(10,678)		1,455		(14,600)
	Changes in Unrealized Gains on Other Securities			217		280		411		424
	Change in Funded Status of Pension, SERP and PBOP
		Benefit Plans		1,445		975		4,611		2,332
Other Comprehensive Income/(Loss), Net of Tax				2,178		(9,423)		6,477		(11,844)
Comprehensive Income Attributable to Noncontrolling
	Interests			(1,880)		(1,470)		(5,253)		(4,340)
Comprehensive Income Attributable to Controlling Interest			$	209,806	$	80,538	$	357,706	$	269,550
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011
Operating Activities:
	Net Income		$	356,482	$	285,734
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		24,249		12,435
		Depreciation		369,798		222,784
		Deferred Income Taxes		186,181		133,528
		Pension, SERP and PBOP Expense		160,209		103,106
		Pension and PBOP Contributions		(237,123)		(159,220)
		Regulatory Underrecoveries, Net		(26,236)		(24,245)
		Amortization of Regulatory Assets, Net		74,851		86,653
		Amortization of Rate Reduction Bonds		102,144		52,047
		Derivative Assets and Liabilities		(7,907)		(33,767)
		Other		(9,702)		(14,802)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(27,677)		61,657
		Fuel, Materials and Supplies		32,887		(4,072)
		Taxes Receivable/Accrued, Net		26,302		109,410
		Accounts Payable		(208,308)		66,618
		Other Current Assets and Liabilities, Net		(20,145)		(9,419)
Net Cash Flows Provided by Operating Activities				796,005		888,447
Investing Activities:
	Investments in Property, Plant and Equipment			(1,081,750)		(749,060)
	Proceeds from Sales of Marketable Securities			232,911		116,463
	Purchases of Marketable Securities			(252,762)		(118,251)
	Proceeds from Sale of Assets			-		46,841
	Other Investing Activities			40,265		(5,849)
Net Cash Flows Used in Investing Activities				(1,061,336)		(709,856)
Financing Activities:
	Cash Dividends on Common Shares			(267,356)		(145,865)
	Cash Dividends on Preferred Stock			(5,149)		(4,169)
	Increase/(Decrease) in Short-Term Debt			654,250		(237,000)
	Issuance of Long-Term Debt			300,000		382,000
	Retirements of Long-Term Debt			(267,561)		(124,086)
	Retirements of Rate Reduction Bonds			(95,225)		(51,198)
	Other Financing Activities			13,262		(4,947)
Net Cash Flows Provided by/(Used in) Financing Activities				332,221		(185,265)
Net Increase/(Decrease) in Cash and Cash Equivalents				66,890		(6,674)
Cash and Cash Equivalents - Beginning of Period				6,559		23,395
Cash and Cash Equivalents - End of Period			$	73,449	$	16,721
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2012		2011
ASSETS
Current Assets:
	Cash	$	6,570	$	1
	Receivables, Net		322,159		295,028
	Accounts Receivable from Affiliated Companies		1,678		1,548
	Unbilled Revenues		75,246		94,995
	Regulatory Assets		186,594		170,197
	Materials and Supplies		61,704		61,102
	Prepayments and Other Current Assets		53,239		53,920
Total Current Assets			707,190		676,791
Property, Plant and Equipment, Net			6,069,033		5,827,384
Deferred Debits and Other Assets:
	Regulatory Assets		1,998,426		2,103,830
	Derivative Assets		91,989		93,755
	Other Long-Term Assets		92,712		89,636
Total Deferred Debits and Other Assets			2,183,127		2,287,221
Total Assets		$	8,959,350	$	8,791,396
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			September 30,		December 31,
(Thousands of Dollars)			2012		2011
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	-	$	31,000
	Notes Payable to Affiliated Companies			372,800		58,525
	Long-Term Debt - Current Portion			241,400		62,000
	Accounts Payable			195,315		340,321
	Accounts Payable to Affiliated Companies			41,804		53,439
	Obligations to Third Party Suppliers			69,222		67,967
	Accrued Taxes			72,670		59,046
	Regulatory Liabilities			90,208		108,291
	Derivative Liabilities			97,536		95,881
	Other Current Liabilities			84,529		102,065
Total Current Liabilities				1,265,484		978,535
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,329,397		1,215,989
	Regulatory Liabilities			130,116		139,307
	Derivative Liabilities			891,160		935,849
	Accrued Pension, SERP and PBOP			245,860		260,571
	Other Long-Term Liabilities			198,083		215,640
Total Deferred Credits and Other Liabilities				2,794,616		2,767,356
Capitalization:
	Long-Term Debt			2,342,806		2,521,753
Preferred Stock Not Subject to Mandatory Redemption				116,200		116,200
	Common Stockholder's Equity:
		Common Stock		60,352		60,352
		Capital Surplus, Paid In		1,614,699		1,613,503
		Retained Earnings		767,097		735,948
		Accumulated Other Comprehensive Loss		(1,904)		(2,251)
	Common Stockholder's Equity			2,440,244		2,407,552
Total Capitalization				4,899,250		5,045,505
Total Liabilities and Capitalization			$	8,959,350	$	8,791,396
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Operating Revenues			$	658,111	$	673,666	$	1,812,218	$	1,955,361
Operating Expenses:
	Purchased Power and Transmission			241,046		266,350		658,743		768,687
	Operations and Maintenance			141,913		130,714		480,286		403,125
	Depreciation			41,863		39,711		124,451		117,629
	Amortization of Regulatory Assets, Net			8,656		15,688		19,912		48,027
	Energy Efficiency Programs			25,237		24,914		68,205		69,629
	Taxes Other Than Income Taxes			59,687		58,552		168,667		169,745
		Total Operating Expenses		518,402		535,929		1,520,264		1,576,842
Operating Income				139,709		137,737		291,954		378,519
Interest Expense:
	Interest on Long-Term Debt			31,429		33,326		94,646		100,085
	Other Interest			2,162		1,893		6,223		(815)
		Interest Expense		33,591		35,219		100,869		99,270
Other Income/(Loss), Net				2,889		(2,356)		8,636		4,308
Income Before Income Tax Expense				109,007		100,162		199,721		283,557
Income Tax Expense				34,121		33,634		63,917		100,057
Net Income			$	74,886	$	66,528	$	135,804	$	183,500
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Net Income			$	74,886	$	66,528	$	135,804	$	183,500
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			111		111		333		333
	Changes in Unrealized Gains on Other Securities			8		10		14		15
Other Comprehensive Income, Net of Tax				119		121		347		348
Comprehensive Income			$	75,005	$	66,649	$	136,151	$	183,848
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011
Operating Activities:
	Net Income		$	135,804	$	183,500
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		1,420		2,115
		Depreciation		124,451		117,629
		Deferred Income Taxes		97,224		67,948
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		18,394		10,473
		Regulatory Underrecoveries, Net		(13,804)		(49,525)
		Amortization of Regulatory Assets, Net		19,912		48,027
		Other		(12,121)		(22,435)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(21,632)		26,164
		Materials and Supplies		(1,017)		(12,669)
		Taxes Receivable/Accrued, Net		21,410		64,779
		Accounts Payable		(173,107)		73,809
		Other Current Assets and Liabilities, Net		(48,733)		(23,245)
Net Cash Flows Provided by Operating Activities				148,201		486,570
Investing Activities:
	Investments in Property, Plant and Equipment			(332,323)		(305,595)
	Increase in Notes Receivable from Affiliate			-		(6,925)
	Proceeds from Sale of Assets			-		46,841
	Other Investing Activities			13,707		(6,693)
Net Cash Flows Used in Investing Activities				(318,616)		(272,372)
Financing Activities:
	Cash Dividends on Common Stock			(100,486)		(205,981)
	Cash Dividends on Preferred Stock			(4,169)		(4,169)
	Decrease in Short-Term Debt			(31,000)		-
	Increase/(Decrease) in Notes Payable to Affiliate			314,275		(6,225)
	Other Financing Activities			(1,636)		(349)
Net Cash Flows Provided by/(Used in) Financing Activities				176,984		(216,724)
Net Increase/(Decrease) in Cash				6,569		(2,526)
Cash - Beginning of Period				1		9,762
Cash - End of Period			$	6,570	$	7,236
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2012		2011
ASSETS
Current Assets:
	Cash and Cash Equivalents	$	11,734	$	9,373
	Receivables, Net		248,648		232,828
	Accounts Receivable from Affiliated Companies		146,884		389,652
	Unbilled Revenues		50,465		40,380
	Regulatory Assets		337,575		323,871
	Prepayments and Other Current Assets		25,278		37,134
Total Current Assets			820,584		1,033,238
Property, Plant and Equipment, Net			4,628,823		4,447,258
Deferred Debits and Other Assets:
	Regulatory Assets		1,510,087		1,680,595
	Other Long-Term Assets		58,036		78,273
Total Deferred Debits and Other Assets			1,568,123		1,758,868
Total Assets		$	7,017,530	$	7,239,364
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			September 30,		December 31,
(Thousands of Dollars)			2012		2011
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	261,000	$	141,500
	Long-Term Debt - Current Portion			1,650		400,688
	Accounts Payable			116,885		150,581
	Accounts Payable to Affiliated Companies			229,849		514,377
	Accumulated Deferred Income Taxes - Current Portion			84,411		101,819
	Regulatory Liabilities			84,476		41,579
	Other Current Liabilities			152,948		103,634
Total Current Liabilities				931,219		1,454,178
Rate Reduction Bonds				43,493		127,860
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,317,168		1,310,180
	Regulatory Liabilities			256,542		239,858
	Accrued Pension			375,422		357,685
	Payable to Affiliated Companies			70,569		75,905
	Other Long-Term Liabilities			180,395		195,606
Total Deferred Credits and Other Liabilities				2,200,096		2,179,234
Capitalization:
	Long-Term Debt			1,601,959		1,203,344
Preferred Stock Not Subject to Mandatory Redemption				43,000		43,000
	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		992,625		992,625
		Retained Earnings		1,205,138		1,239,123
	Common Stockholder's Equity			2,197,763		2,231,748
Total Capitalization				3,842,722		3,478,092
Total Liabilities and Capitalization			$	7,017,530	$	7,239,364
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Operating Revenues			$	693,653	$	724,686	$	1,784,755	$	1,854,507
Operating Expenses:
	Purchased Power and Transmission			222,753		262,118		622,265		717,180
	Operations and Maintenance			83,329		100,991		340,547		286,044
	Depreciation			42,494		40,399		127,692		123,556
	Amortization of Regulatory Assets, Net			41,888		27,065		87,912		56,734
	Amortization of Rate Reduction Bonds			22,581		22,581		67,742		67,742
	Energy Efficiency Programs			55,969		59,204		138,360		132,160
	Taxes Other Than Income Taxes			30,520		28,580		89,689		84,069
		Total Operating Expenses		499,534		540,938		1,474,207		1,467,485
Operating Income				194,119		183,748		310,548		387,022
Interest Expense:
	Interest on Long-Term Debt			22,386		22,548		66,953		67,724
	Interest on Rate Reduction Bonds			853		1,742		3,106		5,795
	Other Interest			(4,704)		(6,350)		(16,137)		(21,679)
		Interest Expense		18,535		17,940		53,922		51,840
Other Income/(Loss), Net				551		(419)		1,778		1,300
Income Before Income Tax Expense				176,135		165,389		258,404		336,482
Income Tax Expense				69,373		65,569		102,220		133,115
Net Income			$	106,762	$	99,820	$	156,184	$	203,367
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

11

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011
Operating Activities:
	Net Income		$	156,184	$	203,367
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		53,254		14,737
		Depreciation		127,692		123,556
		Deferred Income Taxes		(21,270)		5,063
		Pension, SERP and PBOP Expense		48,694		41,169
		Pension and PBOP Contributions		(47,300)		(90,500)
		Regulatory Overrecoveries, Net		62,075		112,554
		Amortization of Regulatory Assets, Net		87,912		56,734
		Amortization of Rate Reduction Bonds		67,742		67,742
		Other		(28,134)		3,096
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(61,528)		(72,112)
		Materials and Supplies		7,264		(4,670)
		Taxes Receivable/Accrued, Net		44,142		214,475
		Accounts Payable		(81,292)		(92,721)
		Other Current Assets and Liabilities, Net		17,130		(557)
Net Cash Flows Provided by Operating Activities				432,565		581,933
Investing Activities:
	Investments in Property, Plant and Equipment			(298,424)		(234,172)
	Other Investing Activities			25,609		41,971
Net Cash Flows Used in Investing Activities				(272,815)		(192,201)
Financing Activities:
	Cash Dividends on Common Stock			(188,700)		(141,600)
	Cash Dividends on Preferred Stock			(1,470)		(1,470)
	Increase/(Decrease) in Short-Term Debt			104,500		(145,000)
	Retirements of Long-Term Debt			(688)		(16,237)
	Retirements of Rate Reduction Bonds			(84,367)		(84,346)
	Other Financing Activities			13,336		-
Net Cash Flows Used in Financing Activities				(157,389)		(388,653)
Net Increase in Cash and Cash Equivalents				2,361		1,079
Cash and Cash Equivalents - Beginning of Period				9,373		8,964
Cash and Cash Equivalents - End of Period			$	11,734	$	10,043
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

12

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2012		2011
ASSETS
Current Assets:
	Cash	$	3,095	$	56
	Receivables, Net		97,815		87,545
	Accounts Receivable from Affiliated Companies		1,025		1,294
	Notes Receivable from Affiliated Companies		-		55,900
	Unbilled Revenues		34,701		45,403
	Fuel, Materials and Supplies		100,135		124,744
	Regulatory Assets		34,767		34,178
	Prepayments and Other Current Assets		21,018		35,261
Total Current Assets			292,556		384,381
Property, Plant and Equipment, Net			2,331,370		2,256,688
Deferred Debits and Other Assets:
	Regulatory Assets		322,896		393,941
	Other Long-Term Assets		74,261		81,531
Total Deferred Debits and Other Assets			397,157		475,472
Total Assets		$	3,021,083	$	3,116,541
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

13

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			September 30,		December 31,
(Thousands of Dollars)			2012		2011
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable to Affiliated Companies		$	44,200	$	-
	Accounts Payable			61,498		106,377
	Accounts Payable to Affiliated Companies			15,129		18,895
	Accrued Interest			14,205		9,670
	Regulatory Liabilities			18,373		24,500
	Renewable Portfolio Standards Compliance Obligations			13,273		12,089
	Other Current Liabilities			35,040		24,408
Total Current Liabilities				201,718		195,939
Rate Reduction Bonds				44,103		85,368
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			432,395		392,712
	Regulatory Liabilities			53,418		54,415
	Accrued Pension, SERP and PBOP			168,766		258,718
	Other Long-Term Liabilities			47,936		53,304
Total Deferred Credits and Other Liabilities				702,515		759,149
Capitalization:
	Long-Term Debt			997,879		997,722
	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		700,841		700,285
		Retained Earnings		383,961		388,910
		Accumulated Other Comprehensive Loss		(9,934)		(10,832)
	Common Stockholder's Equity			1,074,868		1,078,363
Total Capitalization				2,072,747		2,076,085
Total Liabilities and Capitalization			$	3,021,083	$	3,116,541
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

14

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Operating Revenues			$	256,949	$	259,648	$	755,051	$	769,309
Operating Expenses:
	Purchased Power, Fuel and Transmission			76,008		77,698		239,173		247,072
	Operations and Maintenance			67,547		65,336		200,960		205,806
	Depreciation			22,264		18,403		65,282		54,432
	Amortization of Regulatory Assets/(Liabilities), Net			(6,356)		17,271		(6,179)		35,303
	Amortization of Rate Reduction Bonds			16,112		13,609		43,855		39,748
	Energy Efficiency Programs			4,030		3,730		10,824		9,571
	Taxes Other Than Income Taxes			16,046		15,133		47,406		44,034
		Total Operating Expenses		195,651		211,180		601,321		635,966
Operating Income				61,298		48,468		153,730		133,343
Interest Expense:
	Interest on Long-Term Debt			11,434		8,484		34,537		25,425
	Interest on Rate Reduction Bonds			564		1,468		2,366		5,038
	Other Interest			609		416		1,301		761
		Interest Expense		12,607		10,368		38,204		31,224
Other Income/(Loss), Net				(353)		3,293		2,237		12,112
Income Before Income Tax Expense				48,338		41,393		117,763		114,231
Income Tax Expense				21,106		15,759		48,037		39,468
Net Income			$	27,232	$	25,634	$	69,726	$	74,763
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Net Income			$	27,232	$	25,634	$	69,726	$	74,763
Other Comprehensive Income/(Loss), Net of Tax:
	Qualified Cash Flow Hedging Instruments			291		(7,478)		872		(10,550)
	Changes in Unrealized Gains on Other Securities			13		16		24		24
	Change in Funded Status of Pension, SERP and PBOP
		Benefit Plans		(2)		-		2		-
Other Comprehensive Income/(Loss), Net of Tax				302		(7,462)		898		(10,526)
Comprehensive Income			$	27,534	$	18,172	$	70,624	$	64,237
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

15

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011
Operating Activities:
	Net Income		$	69,726	$	74,763
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		4,975		5,202
		Depreciation		65,282		54,432
		Deferred Income Taxes		39,108		51,809
		Pension, SERP and PBOP Expense		19,508		21,568
		Pension and PBOP Contributions		(94,169)		(99,780)
		Regulatory Overrecoveries, Net		1,718		2,581
		Amortization of Regulatory (Liabilities)/Assets, Net		(6,179)		35,303
		Amortization of Rate Reduction Bonds		43,855		39,748
		Settlement of Cash Flow Hedge Instruments		-		(18,072)
		Other		13,724		(15,501)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(4,274)		9,332
		Fuel, Materials and Supplies		20,178		11,981
		Taxes Receivable/Accrued, Net		4,506		18,758
		Accounts Payable		(18,567)		(6,905)
		Other Current Assets and Liabilities, Net		18,358		14,613
Net Cash Flows Provided by Operating Activities				177,749		199,832
Investing Activities:
	Investments in Property, Plant and Equipment			(161,021)		(167,383)
	Decrease/(Increase) in Notes Receivable from Affiliate			55,900		(50,300)
	Other Investing Activities			2,500		1,026
Net Cash Flows Used in Investing Activities				(102,621)		(216,657)
Financing Activities:
	Cash Dividends on Common Stock			(74,675)		(44,121)
	Decrease in Short-Term Debt			-		(30,000)
	Issuance of Long-Term Debt			-		282,000
	Retirements of Long-Term Debt			-		(119,800)
	Increase/(Decrease) in Notes Payable to Affiliate			44,200		(47,900)
	Capital Contributions from NU Parent			-		20,000
	Retirements of Rate Reduction Bonds			(41,265)		(38,881)
	Other Financing Activities			(349)		(4,162)
Net Cash Flows (Used in)/Provided by Financing Activities				(72,089)		17,136
Net Increase in Cash				3,039		311
Cash - Beginning of Period				56		2,559
Cash - End of Period			$	3,095	$	2,870
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

16

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2012		2011
ASSETS
Current Assets:
	Cash	$	536	$	1
	Receivables, Net		50,950		42,757
	Accounts Receivable from Affiliated Companies		294		633
	Notes Receivable from Affiliated Companies		-		11,000
	Unbilled Revenues		13,261		16,277
	Regulatory Assets		34,839		35,520
	Marketable Securities		18,375		26,335
	Prepayments and Other Current Assets		6,700		8,719
Total Current Assets			124,955		141,242
Property, Plant and Equipment, Net			1,257,318		1,077,833
Deferred Debits and Other Assets:
	Regulatory Assets		213,928		233,247
	Marketable Securities		39,259		30,794
	Other Long-Term Assets		21,911		19,777
Total Deferred Debits and Other Assets			275,098		283,818
Total Assets		$	1,657,371	$	1,502,893
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

17

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			September 30,		December 31,
(Thousands of Dollars)			2012		2011
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable to Affiliated Companies		$	172,500	$	-
	Long-Term Debt - Current Portion			55,000		-
	Accounts Payable			61,508		111,566
	Accounts Payable to Affiliated Companies			7,042		10,626
	Regulatory Liabilities			22,479		33,056
	Other Current Liabilities			23,149		20,755
Total Current Liabilities				341,678		176,003
Rate Reduction Bonds				13,751		26,892
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			285,881		244,511
	Regulatory Liabilities			9,708		16,597
	Accrued Pension, SERP and PBOP			25,516		29,546
	Other Long-Term Liabilities			43,382		47,498
Total Deferred Credits and Other Liabilities				364,487		338,152
Capitalization:
	Long-Term Debt			444,706		499,545
	Common Stockholder's Equity:
		Common Stock		10,866		10,866
		Capital Surplus, Paid In		340,329		340,115
		Retained Earnings		145,483		115,506
		Accumulated Other Comprehensive Loss		(3,929)		(4,186)
	Common Stockholder's Equity			492,749		462,301
Total Capitalization				937,455		961,846
Total Liabilities and Capitalization			$	1,657,371	$	1,502,893
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

18

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Operating Revenues			$	112,470	$	104,515	$	333,331	$	309,589
Operating Expenses:
	Purchased Power and Transmission			32,028		41,246		105,297		124,440
	Operations and Maintenance			24,765		19,161		75,214		60,467
	Depreciation			7,464		6,681		22,154		19,644
	Amortization of Regulatory Assets, Net			1,021		2,810		634		3,538
	Amortization of Rate Reduction Bonds			4,352		4,071		13,127		12,299
	Energy Efficiency Programs			9,190		6,110		19,679		16,491
	Taxes Other Than Income Taxes			5,505		4,650		15,365		13,395
		Total Operating Expenses		84,325		84,729		251,470		250,274
Operating Income				28,145		19,786		81,861		59,315
Interest Expense:
	Interest on Long-Term Debt			5,783		4,913		17,454		14,389
	Interest on Rate Reduction Bonds			272		550		1,029		1,852
	Other Interest			714		529		1,550		785
		Interest Expense		6,769		5,992		20,033		17,026
Other Income/(Loss), Net				685		(722)		1,965		259
Income Before Income Tax Expense				22,061		13,072		63,793		42,548
Income Tax Expense				7,977		4,638		24,385		15,977
Net Income			$	14,084	$	8,434	$	39,408	$	26,571
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
			Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011		2012		2011
Net Income			$	14,084	$	8,434	$	39,408	$	26,571
Other Comprehensive Income/(Loss), Net of Tax:
	Qualified Cash Flow Hedging Instruments			84		(3,248)		253		(4,193)
	Changes in Unrealized Gains on Other Securities			2		2		4		4
Other Comprehensive Income/(Loss), Net of Tax				86		(3,246)		257		(4,189)
Comprehensive Income			$	14,170	$	5,188	$	39,665	$	22,382
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			Nine Months Ended September 30,
(Thousands of Dollars)			2012		2011
Operating Activities:
	Net Income		$	39,408	$	26,571
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		1,522		2,352
		Depreciation		22,154		19,644
		Deferred Income Taxes		30,565		9,323
		Regulatory (Under)/Over Recoveries, Net		(8,733)		21,803
		Amortization of Regulatory Assets, Net		634		3,538
		Amortization of Rate Reduction Bonds		13,127		12,299
		Settlement of Cash Flow Hedge Instrument		-		(6,859)
		Other		233		(3,396)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(10,482)		(7,804)
		Materials and Supplies		(2,333)		67
		Taxes Receivable/Accrued, Net		7,337		10,675
		Accounts Payable		(28,510)		4,294
		Other Current Assets and Liabilities, Net		(6,852)		(3,830)
Net Cash Flows Provided by Operating Activities				58,070		88,677
Investing Activities:
	Investments in Property, Plant and Equipment			(218,184)		(153,470)
	Proceeds from Sales of Marketable Securities			65,131		96,134
	Purchases of Marketable Securities			(65,664)		(96,312)
	Decrease/(Increase) in Notes Receivable from Affiliate			11,000		(70,700)
	Other Investing Activities			308		(1,664)
Net Cash Flows Used in Investing Activities				(207,409)		(226,012)
Financing Activities:
	Cash Dividends on Common Stock			(9,431)		(19,729)
	Issuance of Long-Term Debt			-		100,000
	Increase/(Decrease) in Notes Payable to Affiliate			172,500		(20,400)
	Retirements of Rate Reduction Bonds			(13,141)		(12,318)
	Capital Contributions from NU Parent			-		91,812
	Other Financing Activities			(54)		(1,761)
Net Cash Flows Provided by Financing Activities				149,874		137,604
Net Increase in Cash				535		269
Cash - Beginning of Period				1		1
Cash - End of Period			$	536	$	270
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

20

NORTHEAST UTILITIES AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout the combined notes to the unaudited condensed consolidated financial statements.

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.

Basis of Presentation

NU is a public utility holding company primarily engaged through its wholly owned regulated utility subsidiaries in the energy delivery business.  NU's wholly owned regulated utility subsidiaries included CL&P, PSNH, WMECO and Yankee Gas prior to NU's merger with NSTAR.  On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR and NSTAR (through a successor, NSTAR LLC) became a direct wholly owned subsidiary of NU.  NSTAR Electric and NSTAR Gas, NSTAR LLC's regulated utility subsidiaries, are now also wholly owned subsidiaries of NU.  NU provides energy delivery service to approximately 3.5 million electric and natural gas customers through six regulated utilities in Connecticut, Massachusetts and New Hampshire.  NU's consolidated financial information includes NSTAR LLC and its subsidiaries' results of operations from April 10, 2012 through September 30, 2012.  See Note 2, "Merger of NU and NSTAR," for further information regarding the merger.

NSTAR Electric continues to maintain reporting requirements as an SEC registrant.  The information disclosed for NSTAR Electric represents the results of operations of the entity for the three and nine months ended September 30, 2012 and 2011 and the financial position as of September 30, 2012 and December 31, 2011, presented on a comparable basis.  NU did not apply "push-down accounting" to NSTAR Electric, whereby the adjustments of assets and liabilities to fair value and the resultant goodwill would be shown on the financial statements of the acquired subsidiary.  

The combined notes to consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC.  Certain information and footnote disclosures included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.  The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q, the first and second quarter 2012 combined Quarterly Reports on Form 10-Q of NU, the first quarter 2012 Quarterly Report on Form 10-Q for NSTAR Electric, the 2011 combined Annual Report on Form 10-K of NU, CL&P, PSNH and WMECO (NU 2011 Form 10-K), the 2011 Annual Report on Form 10-K of NSTAR (NSTAR 2011 Form 10-K) and the 2011 Annual Report on Form 10-K of NSTAR Electric (NSTAR Electric 2011 Form 10-K), which were filed with the SEC.

The accompanying unaudited condensed consolidated financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly NU’s and the above companies’ financial positions as of September 30, 2012 and December 31, 2011, the results of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011, and cash flows for the nine months ended September 30, 2012 and 2011.  The results of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011 and the cash flows for the nine months ended September 30, 2012 and 2011 are not necessarily indicative of the results expected for a full year. The demand for electricity and natural gas is affected by weather conditions, economic conditions, and consumer conservation behavior.  Electric energy sales and revenues are typically higher in the winter and summer months than in the spring and fall months.  Natural gas sales and revenues are typically higher in the winter months than during other periods of the year.

The unaudited condensed consolidated financial statements of NU, CL&P, NSTAR Electric, PSNH and WMECO include the accounts of all their respective subsidiaries.  Intercompany transactions have been eliminated in consolidation.  

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  

On April 10, 2012, upon consummation of the merger with NSTAR, NSTAR Electric's ownership in CYAPC and YAEC combined with CL&P's, PSNH's and WMECO's respective ownership interests in CYAPC and YAEC totaled greater than 50 percent, requiring NU to consolidate CYAPC and YAEC.  The investment in CYAPC and YAEC had previously been accounted for under the equity method by NU.  The consolidation of CYAPC and YAEC results in NU recording nuclear decommissioning trust marketable securities of $324.9 million, regulatory assets of $212.9 million, long-term debt associated with the long-term fuel disposal liabilities of $179.5 million, net accumulated deferred income tax liability of $58.8 million and asset retirement obligations related to decommissioning activity of $292.9 million as of September 30, 2012.  At the NU consolidated level, intercompany transactions between CL&P, NSTAR Electric, PSNH and WMECO and CYAPC and YAEC have been eliminated in consolidation.  For CL&P, NSTAR Electric, PSNH and WMECO, the investment in CYAPC and YAEC continue to be accounted for under the equity method.

21

On April 10, 2012, upon consummation of the merger with NSTAR, an NSTAR subsidiary that owned 25 percent of NPT was merged into NUTV, resulting in NUTV owning 100 percent of NPT.  Accordingly, 100 percent ownership of NPT was reflected in Common Shareholders' Equity as of September 30, 2012 on the accompanying unaudited condensed consolidated balance sheet.  See Note 2, "Merger of NU and NSTAR," and Note 13, "Common Shareholders' Equity and Noncontrolling Interests," for further information.

Certain prior period amounts in NSTAR Electric's accompanying unaudited condensed consolidated balance sheet, statements of income and cash flows have been reclassified between line items for comparative purposes and in order to conform to NU's presentation.  The reclassifications did not affect NSTAR Electric's net income.  

Certain changes in classification and corresponding reclassifications of prior period data were made in the accompanying unaudited condensed consolidated balance sheets and statements of income for NU, CL&P, PSNH and WMECO and statements of cash flows for NU, CL&P and WMECO to conform to current period presentation.  The unaudited condensed consolidated statements of income reflect the reclassification of transmission expenses from Other Operating Expenses, as originally reported, to Purchased Power, Fuel and Transmission and the reclassification of energy efficiency expenses primarily from Other Operating Expenses, as originally reported, to Energy Efficiency Programs.  In addition, Other Operating Expenses and Maintenance, as originally reported, were combined and are reported in aggregate as Operations and Maintenance.  These reclassifications were made for comparative purposes to conform to the current period’s presentation.  The reclassifications on the statements of income were as follows:

	Transmission Expense				Energy Efficiency Expense
	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
(Millions of Dollars)	September 30, 2011		September 30, 2011		September 30, 2011		September 30, 2011
NU	$	6.3	$	71.1	$	35.3	$	99.7
CL&P		8.7		48.5		24.9		69.6
PSNH		(0.3)		12.7		3.7		9.6
WMECO		2.1		12.4		6.1		16.5

Effective January 1, 2012, NSTAR Electric increased its estimates with respect to the allowance for doubtful accounts, incurred but not reported claims on medical benefits, general and workers' compensation liabilities and various compensation accruals.  The total aggregate impact of these increases in estimates to NSTAR Electric's accompanying unaudited condensed consolidated statements was $11.4 million, after-tax, for the first quarter and first nine months of 2012.  

NU evaluates events and transactions that occur after the balance sheet date but before financial statements are issued and recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the balance sheet date and discloses, but does not recognize, in the financial statements subsequent events that provide evidence about the conditions that arose after the balance sheet date but before the financial statements are issued.  See Note 17, "Subsequent Events," for further information.

B.

Recently Adopted Accounting Standards

In the first quarter of 2012, NU adopted the Financial Accounting Standards Board’s (FASB) final Accounting Standards Update (ASU) on fair value measurement.  The ASU did not have an impact on NU’s financial position, results of operations or cash flows, but required additional financial statement disclosures related to fair value measurements.  For further information, see Note 5, "Derivative Instruments."  

In the first quarter of 2012, NU adopted the FASB’s final ASU on testing goodwill for impairment.  The ASU provides the election to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value; if so, quantitative testing is required.  The ASU does not change existing guidance relating to when an entity should test goodwill for impairment or the methodology to be utilized in performing quantitative testing.  NU has not and does not currently intend to utilize the election provided by this ASU.

In the first quarter of 2012, NU adopted the FASB’s final ASU on the presentation of comprehensive income.  The ASU does not change existing guidance on which items should be presented in other comprehensive income but requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statement of net income.  The ASU did not affect the calculation of net income, comprehensive income or EPS.  The ASU did not have an impact on NU’s financial position, results of operations or cash flows.

C.

Restricted Cash and Special Deposits

As of September 30, 2012, NU, CL&P and PSNH had $10.3 million, $1.4 million, and $7.4 million, respectively, of restricted cash, primarily relating to amounts held in escrow, insurance proceeds on bondable property at PSNH, and amounts related to the sale of land and propane equipment, which were included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheets.  As of December 31, 2011, these amounts for NU, CL&P and PSNH were $17.9 million, $9.4 million, and $7 million, respectively.  

NU, CL&P, NSTAR Electric, and PSNH had $19.9 million, $2 million, $0.5 million and $3 million, respectively, of cash collateral posted not subject to master netting agreements, primarily with ISO-NE, as of September 30, 2012.  There was no cash posted with ISO-NE and $10.9 million posted with other counterparties as of December 31, 2011.

22

D.

Provision for Uncollectible Accounts

NU, including CL&P, NSTAR Electric, PSNH and WMECO, maintains a provision for uncollectible accounts receivables at an estimated net realizable value.  This provision is determined based upon a variety of factors, including applying an estimated uncollectible account percentage to each receivable aging category, based upon historical collection and write-off experience and management's assessment of collectibility from individual customers.  Management reviews the collectibility of the receivables, and if circumstances change, collectibility estimates are adjusted accordingly.  Receivable balances are written off against the provision for uncollectible accounts when the accounts are terminated and these balances are deemed to be uncollectible.

The provision for uncollectible accounts, which is included in Receivables, Net on the accompanying unaudited condensed consolidated balance sheets, is as follows:

(Millions of Dollars)	As of September 30, 2012		As of December 31, 2011 (1)
NU	$	91.7	$	34.9
CL&P		11.2		14.8
NSTAR Electric		45.1		27.1
PSNH		9.5		7.2
WMECO		3.5		4.6

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.  

E.

Fair Value Measurements

NU, including CL&P, NSTAR Electric, PSNH, and WMECO, applies fair value measurement guidance to derivative contracts recorded at fair value and to the marketable securities held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC's and YAEC's nuclear decommissioning trusts.  Fair value measurement guidance is also applied to investment valuations used to calculate the funded status of NU's Pension and PBOP Plans, including NSTAR Electric's Pension Plan.

Fair Value Hierarchy:  In measuring fair value, NU uses observable market data when available and minimizes the use of unobservable inputs.  Inputs used in fair value measurements are categorized into three fair value hierarchy levels for disclosure purposes.  The entire fair value measurement is categorized based on the lowest level of input that is significant to the fair value measurement.  NU evaluates the classification of assets and liabilities measured at fair value on a quarterly basis, and NU's policy is to recognize transfers between levels of the fair value hierarchy as of the end of the reporting period.  The three levels of the fair value hierarchy are described below:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  

Level 2 - Inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs are observable.

Level 3 - Quoted market prices are not available.  Fair value is derived from valuation techniques in which one or more significant inputs or assumptions are unobservable.  Where possible, valuation techniques incorporate observable market inputs that can be validated to external sources such as industry exchanges, including prices of energy and energy-related products.  

Determination of Fair Value:  The valuation techniques and inputs used in NU's fair value measurements are described in Note 5, "Derivative Instruments," Note 6, "Marketable Securities," and Note 11, "Fair Value of Financial Instruments."

F.

Other Income, Net

Items included within Other Income, Net on the accompanying unaudited condensed consolidated statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds and equity in earnings.  For CL&P, NSTAR Electric, PSNH and WMECO, equity in earnings relate to investments in CYAPC, YAEC and MYAPC accounted for on the equity method.  On an NU consolidated basis, equity in earnings relate to the investment in MYAPC and NU's investment in two regional transmission companies.

G.

Other Taxes

Gross receipts taxes levied by the state of Connecticut are collected by CL&P and Yankee Gas from their respective customers.  These gross receipts taxes are shown on a gross basis with collections in Operating Revenues and payments in Taxes Other Than Income Taxes on the accompanying unaudited condensed consolidated statements of income as follows:  

	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
NU	$	36.4	$	35.0	$	102.0	$	105.8
CL&P		34.4		33.0		91.5		93.2

Certain sales taxes are also collected by CL&P, NSTAR Electric, WMECO, Yankee Gas and NSTAR Gas from their respective customers as agents for state and local governments and are recorded on a net basis with no impact on the accompanying unaudited condensed consolidated statements of income.  

23

H.

Supplemental Cash Flow Information

Non-cash investing activities include plant additions included in Accounts Payable as follows:

(Millions of Dollars)	As of September 30, 2012		As of September 30, 2011 (1)
NU	$	139.9	$	121.7
CL&P		45.9		22.1
NSTAR Electric		21.5		29.4
PSNH		20.1		32.4
WMECO		35.1		45.8

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated as of September 30, 2011.

In February 2012, CL&P provided approximately $27 million of bill credits to its residential customers who remained without power after noon on November 5, 2011 as a result of the October 2011 snowstorm.  This disbursement is reflected as a use of cash and recorded in Other Current Assets and Liabilities, Net on the accompanying unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2012 for CL&P and NU.  

The merger of NU with NSTAR on April 10, 2012 represented a significant non-cash transaction.  Refer to Note 2, "Merger of NU and NSTAR," for further information on the purchase price of NSTAR.  

2.

MERGER OF NU AND NSTAR

On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR.  Pursuant to the terms and conditions of the Agreement and Plan of Merger, as amended, the "Merger Agreement," NSTAR merged into NSTAR LLC, becoming a wholly-owned subsidiary of NU.  

NSTAR LLC is a holding company engaged through its subsidiaries in the energy delivery business serving electric and natural gas distribution customers in Massachusetts.  The merger was structured as a merger of equals in a tax-free exchange of shares.  As part of the merger, NSTAR shareholders received 1.312 NU common shares for each NSTAR common share owned (the "exchange ratio") as of the acquisition date.  The exchange ratio was structured to result in a no-premium merger based on the average closing share price of each company's common shares for the 20 trading days preceding the announcement of the merger in October 2010.  NU issued approximately 136 million common shares to the NSTAR shareholders as a result of the merger, which brought the total common shares outstanding to approximately 314 million shares as of April 10, 2012.  

Purchase Price:  Pursuant to the merger, all of the NSTAR common shares were exchanged at the fixed exchange ratio of 1.312 common shares of NU for each NSTAR common share.  The total consideration transferred in the merger was based on the closing price of NU common shares on April 9, 2012, the day prior to the date the merger was completed, and was calculated as follows:

NSTAR common shares outstanding as of April 9, 2012 (in thousands)*		103,696
Exchange ratio		1.312
NU common shares issued for NSTAR common shares outstanding (in thousands)		136,049
Closing price of NU common shares on April 9, 2012	$	36.79
Value of common shares issued (in millions)	$	5,005
Fair value of NU replacement stock-based compensation awards related to   pre-merger service (in millions)		33
Total purchase price (in millions)	$	5,038

*

Includes 109 thousand shares related to NSTAR stock-based compensation awards that vested immediately prior to the merger.

Certain of NSTAR’s stock-based compensation awards, including deferred shares, performance shares and all outstanding stock options, were replaced with NU awards using the exchange ratio upon consummation of the merger.  In accordance with accounting guidance for business combinations, the portion of the fair value of these awards attributable to service provided prior to the merger is included in the purchase price as it represents consideration transferred in the merger.  See Note 9B, "Employee Benefits – Share-Based Payments," for further information.

Purchase Price Allocation:  The allocation of the total purchase price to the estimated fair values of the assets acquired and liabilities assumed has been determined based on the accounting guidance for fair value measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The allocation of the total purchase price includes adjustments to record the fair value of NSTAR’s unregulated telecommunications business, regulatory assets not earning a return, lease agreements, long-term debt and the preferred stock of NSTAR Electric.  The fair values of NSTAR's assets and liabilities were determined based on significant estimates and assumptions, including Level 3 inputs, that are judgmental in nature.  These estimates and assumptions include the timing and amounts of projected future cash flows and discount rates reflecting risk inherent in future cash flows.  All purchase price adjustments are preliminary and subject to change as additional information is obtained.  

24

The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was recognized as goodwill.  The preliminary allocation of the purchase price is as follows:

(Millions of Dollars)
Current Assets	$	754
Property Plant and Equipment, Net		5,155
Goodwill		3,231
Other Long-Term Assets, excluding Goodwill		2,115
Current Liabilities		(1,332)
Long-Term Liabilities		(2,723)
Long-Term Debt and Other Long-Term Obligations		(2,123)
Preferred Stock of Subsidiary		(39)
Total Purchase Price	$	5,038

Goodwill Allocation:  NU's reporting units consist of the combined Electric Distribution, Electric Transmission and Natural Gas Distribution.  The preliminary estimate of goodwill from the merger with NSTAR of $3.2 billion has been assigned to NU's reporting units based on relative fair values.  As of September 30, 2012, the preliminary allocation of goodwill to each reporting unit was $2.3 billion to Electric Distribution, $0.7 billion to Electric Transmission and $0.5 billion to Natural Gas Distribution, including $0.3 billion of pre-existing goodwill applicable to Yankee Gas.  NU's reporting units are consistent with its reportable business segments.

Pro Forma Financial Information:  The following unaudited pro forma financial information reflects the pro forma combined results of operations of NU and NSTAR and reflects the amortization of purchase price adjustments assuming the merger had taken place on January 1, 2011.  The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of NU.  The pro forma financial information does not include potential cost savings or non-recurring costs.  This information is preliminary in nature and subject to change.

(Pro forma amounts in millions, except per share amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Operating Revenues	$	1,862	$	1,883	$	5,321	$	5,637
Net Income Attributable to Controlling Interest		208		190		455		518
Basic EPS		0.66		0.61		1.45		1.65
Diluted EPS		0.66		0.60		1.44		1.64

NU and NSTAR incurred non-recurring merger transaction costs and costs related to the Connecticut and Massachusetts settlement agreements recorded in the second quarter of 2012 described below, with the following aggregate after-tax impacts not included in the pro forma earnings presented above:

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011		2012		2011
Transaction and Other Costs		$	1	$	1	$	31	$	17
Settlement Agreement Impacts			-		-		60		-
Total After-Tax Non-Recurring Costs Excluded
	from Net Income	$	1	$	1	$	91	$	17

Regulatory Approvals:  On February 15, 2012, NU and NSTAR reached comprehensive settlement agreements with the Massachusetts Attorney General and the DOER related to the merger.  On April 4, 2012, the DPU approved the settlement agreements and the merger of NU and NSTAR.  On March 13, 2012, NU and NSTAR reached a comprehensive settlement agreement with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel.  On April 2, 2012, the PURA approved the settlement agreement and the merger of NU and NSTAR. The settlement agreements included base distribution rate freezes until December 1, 2014 for CL&P and through 2015 for NSTAR Electric, NSTAR Gas and WMECO.

See Note 10B,"Commitments and Contingencies – Long-Term Contractual Arrangements," for further information on commitments required under the settlement agreements.

The pre-tax financial impacts of the Connecticut and Massachusetts settlement agreements that were recognized by NU, CL&P, NSTAR Electric, and WMECO in the second quarter of 2012 are summarized as follows:

(Millions of Dollars)	NU		CL&P		NSTAR Electric		WMECO
Customer Rate Credits	$	46	$	25	$	15	$	3
Storm Costs Deferral Reduction		40		40		-		-
Establishment of Energy Efficiency Fund		15		-		-		-
Total	$	101	$	65	$	15	$	3

NSTAR Revenues and Net Income:  The impact of NSTAR on NU's accompanying unaudited condensed consolidated statements of income includes operating revenues of $736.2 million and net income attributable to controlling interest of $105 million for the three months ended September 30, 2012 and operating revenues of $1,337.6 million and net income attributable to controlling interest of $141 million for the nine months ended September 30, 2012.

25

3.

REGULATORY ACCOUNTING

On April 10, 2012, NSTAR's regulated utility subsidiaries, NSTAR Electric and NSTAR Gas, became subsidiaries of NU.  For NSTAR Electric, certain regulatory asset and liability balances as of December 31, 2011 have been reclassified to the current period presentation in order to align the reporting of regulatory activities subsequent to the closing of the merger.  See Note F and Note C, "Regulatory Assets," and Note E and Note B, "Asset Retirement Obligations and Cost of Removal," of the NSTAR and NSTAR Electric 2011 Form 10-Ks, respectively, for further information on specific regulatory assets and liabilities.

NU's Regulated companies continue to be rate-regulated on a cost-of-service basis; therefore, the accounting policies of the Regulated companies apply GAAP applicable to rate-regulated enterprises and historically reflect the effects of the rate-making process.  

Management believes it is probable that the Regulated companies will recover their respective investments in long-lived assets, including regulatory assets.  If management determined that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to the Regulated companies' operations, or that management could not conclude it is probable that costs would be recovered in future rates, the costs would be charged to net income in the period in which the determination is made.

Regulatory Assets:  The components of regulatory assets are as follows:

	As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Deferred Benefit Costs	$	2,374.3	$	1,360.5
Regulatory Assets Offsetting Derivative Liabilities		908.9		939.6
Goodwill (2)		542.6		-
Income Taxes, Net		511.2		425.4
Storm Cost Deferrals		369.5		356.0
Securitized Assets		293.0		101.8
Unrecovered Contractual Obligations		215.8		100.9
Power Contracts Buy Out Agreements		99.3		8.6
Regulatory Tracker Deferrals		132.1		45.9
Asset Retirement Obligations		83.8		47.5
Losses on Reacquired Debt		39.5		24.5
Deferred Environmental Remediation Costs		57.5		38.5
Other Regulatory Assets		28.1		73.6
Total Regulatory Assets	$	5,655.6	$	3,522.8
Less:  Current Portion	$	647.6	$	255.1
Total Long-Term Regulatory Assets	$	5,008.0	$	3,267.7

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric(1)		PSNH		WMECO
Deferred Benefit Costs		$	516.7	$	811.9	$	178.1	$	107.6	$	572.8	$	813.7	$	200.0	$	118.9
Regulatory Assets Offsetting
	Derivative Liabilities		891.0		13.8		-		3.7		932.0		3.4		-		7.3
Goodwill (2)			-		465.9		-		-		-		478.9		-		-
Income Taxes, Net			364.1		47.5		36.0		30.2		339.6		48.8		38.0		17.8
Storm Cost Deferrals			255.7		36.9		36.7		40.2		268.3		30.6		44.0		43.7
Securitized Assets			-		246.5		34.2		12.3		-		368.5		76.4		25.4
Unrecovered Contractual Obligations			68.2		24.8		-		16.2		80.9		30.8		-		20.0
Power Contracts Buy Out Agreements			-		91.9		7.4		-		-		109.5		8.6		-
Regulatory Tracker Deferrals			18.9		55.5		21.9		23.1		5.5		61.1		11.9		22.1
Asset Retirement Obligations			29.7		25.8		14.0		3.5		27.9		24.5		13.5		3.2
Losses on Reacquired Debt			13.4		16.3		8.3		0.3		13.9		18.2		9.0		0.3
Deferred Environmental Remediation
	Costs		-		-		9.9		-		-		-		9.7		-
Other Regulatory Assets			27.3		10.9		11.2		11.6		33.1		16.5		17.0		10.0
Total Regulatory Assets		$	2,185.0	$	1,847.7	$	357.7	$	248.7	$	2,274.0	$	2,004.5	$	428.1	$	268.7
Less:  Current Portion		$	186.6	$	337.6	$	34.8	$	34.8	$	170.2	$	323.9	$	34.2	$	35.5
Total Long-Term Regulatory Assets		$	1,998.4	$	1,510.1	$	322.9	$	213.9	$	2,103.8	$	1,680.6	$	393.9	$	233.2

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

⁽²⁾

Originated from the merger that created NSTAR in 1999, recoverable in rates over the remaining 27 year amortization period.

Storm Costs:  On August 1, 2012, PURA issued a final decision in the investigation of CL&P’s performance related to both Tropical Storm Irene and the October 2011 snowstorm.  The decision identified certain penalties that could be imposed on CL&P during its next rate case, including a reduction in allowed regulatory ROE and the disallowance of certain deferred storm restoration costs.  However, PURA will consider and weigh the extent to which CL&P has taken steps in its restructuring of storm management and the establishment of new practices for execution in future storm response in determining any potential penalties.  At this time, management cannot estimate the impact on CL&P’s financial position, results of operations or cash flows.  CL&P continues to believe that its response to these events was prudent, is consistent with industry standards, and that it is probable it will be able to recover its deferred

26

costs.  As of September 30, 2012, CL&P had recorded total deferred storm costs relating to Tropical Storm Irene and the October 2011 snowstorm of $284.9 million.  The storm cost deferral regulatory asset balance is net of a reserve of $40 million recorded in connection with the Connecticut settlement agreement.  See Note 2, "Merger of NU and NSTAR," for further information.

On October 29, 2012, Hurricane Sandy caused extensive damage to NU’s electric distribution system across all three states.  It is estimated that approximately 1.5 million of NU’s 3.1 million electric distribution customers were without power during or following the storm, with approximately 850,000 of those customers in Connecticut, approximately 472,000 in Massachusetts, and approximately 220,000 in New Hampshire.  Restoration costs cannot be estimated at this time.  Management expects the costs to meet the criteria for specific cost recovery in Connecticut, Massachusetts, and New Hampshire and, as a result, does not expect the storm to have a material impact to the results of operations of CL&P, NSTAR Electric, PSNH or WMECO.  Each operating company will seek recovery of these anticipated deferred storm costs through its applicable regulatory recovery process.

Regulatory Costs Not Yet Approved:  Additionally, the Regulated companies had $57 million ($4.1 million for CL&P, $24.4 million for NSTAR Electric, $23.4 million for PSNH and $1.6 million for WMECO) and $32.4 million ($5 million for CL&P, $22.4 million for PSNH and $1.6 million for WMECO) of regulatory costs as of September 30, 2012 and December 31, 2011, respectively, which were included in Other Long-Term Assets on the accompanying unaudited condensed consolidated balance sheets.  For comparative purposes, NSTAR Electric had $9.5 million of such regulatory costs as of December 31, 2011.  These amounts represent incurred costs that have not yet been approved for recovery by the applicable regulatory agency.  Management believes it is probable that these costs will be recovered in future cost-of-service regulated rates.

Regulatory Liabilities:  The components of regulatory liabilities are as follows:
	As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Cost of Removal	$	447.2	$	172.2
Regulatory Tracker Deferrals		171.2		139.1
AFUDC Transmission Incentive		70.2		67.0
Overrecovered Spent Nuclear Fuel Costs and Contractual Obligations		15.4		15.4
Wholesale Transmission Overcollections		1.6		9.6
Other Regulatory Liabilities (2)		82.6		30.6
Total Regulatory Liabilities	$	788.2	$	433.9
Less:  Current Portion	$	226.6	$	167.8
Total Long-Term Regulatory Liabilities	$	561.6	$	266.1

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric (1)		PSNH		WMECO
Cost of Removal		$	47.1	$	242.2	$	52.2	$	-	$	63.8	$	235.8	$	53.2	$	7.2
Regulatory Tracker Deferrals			86.3		43.7		16.3		18.2		94.4		11.7		17.3		21.3
AFUDC Transmission Incentive			56.8		4.1		-		9.3		57.7		4.3		-		9.3
Overrecovered Spent Nuclear Fuel
	Costs and Contractual Obligations		15.4		-		-		-		15.4		-		-		-
Wholesale Transmission Overcollections			3.0		-		-		2.6		4.5		-		2.6		9.5
Other Regulatory Liabilities (2)			11.7		51.0		3.3		2.1		11.8		29.7		5.8		2.4
Total Regulatory Liabilities		$	220.3	$	341.0	$	71.8	$	32.2	$	247.6	$	281.5	$	78.9	$	49.7
Less:  Current Portion		$	90.2	$	84.5	$	18.4	$	22.5	$	108.3	$	41.6	$	24.5	$	33.1
Total Long-Term Regulatory Liabilities		$	130.1	$	256.5	$	53.4	$	9.7	$	139.3	$	239.9	$	54.4	$	16.6

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.  

⁽²⁾

Other Regulatory Liabilities include amounts that are subject to various rate reconciling mechanisms that, as of each period end date, would result in refunds to customers.

27

4.

PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize the NU, CL&P, NSTAR Electric, PSNH and WMECO investments in utility property, plant and equipment:  

		As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)		NU		NU
Distribution – Electric		$	11,275.0	$	6,540.4
Distribution - Natural Gas			2,198.4		1,247.6
Transmission			5,127.3		3,541.9
Generation			1,147.3		1,096.0
Electric and Natural Gas Utility			19,748.0		12,425.9
Other  (1)			432.9		305.1
Property, Plant and Equipment, Gross			20,180.9		12,731.0
Less:  Accumulated Depreciation
	Electric and Natural Gas Utility		(4,990.4)		(3,035.5)
	Other		(166.6)		(120.2)
Total Accumulated Depreciation			(5,157.0)		(3,155.7)
Property, Plant and Equipment, Net			15,023.9		9,575.3
Construction Work in Progress			1,279.9		827.8
Total Property, Plant and Equipment, Net		$	16,303.8	$	10,403.1

⁽¹⁾

These assets are primarily comprised of building improvements at RRR and software and equipment at NUSCO as of September 30, 2012 and December 31, 2011, and telecommunications equipment at NSTAR Communications, Inc. as of September 30, 2012.

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric(1)		PSNH		WMECO
Distribution		$	4,628.1	$	4,465.6	$	1,498.0	$	720.1	$	4,419.6	$	4,334.4	$	1,451.6	$	704.3
Transmission			2,736.3		1,438.2		570.7		361.8		2,689.1		1,386.9		546.4		297.4
Generation			-		-		1,126.1		21.2		-		-		1,074.8		21.2
Property, Plant and
	Equipment, Gross		7,364.4		5,903.8		3,194.8		1,103.1		7,108.7		5,721.3		3,072.8		1,022.9
Less:  Accumulated Depreciation			(1,665.4)		(1,524.0)		(935.0)		(252.1)		(1,596.7)		(1,436.0)		(893.6)		(240.5)
Property, Plant and Equipment, Net			5,699.0		4,379.8		2,259.8		851.0		5,512.0		4,285.3		2,179.2		782.4
Construction Work in Progress			370.0		249.0		71.6		406.3		315.4		162.0		77.5		295.4
Total Property, Plant and
	Equipment, Net	$	6,069.0	$	4,628.8	$	2,331.4	$	1,257.3	$	5,827.4	$	4,447.3	$	2,256.7	$	1,077.8

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

5.

DERIVATIVE INSTRUMENTS

The Regulated companies purchase and procure energy and energy-related products for their customers, which are subject to price volatility.  The costs associated with supplying energy to customers are recoverable through customer rates.  The Company manages the risks associated with the price volatility of energy and energy-related products through the use of derivative contracts, many of which meet the definition of and are designated as "normal purchases or normal sales" (normal) under the applicable accounting guidance, and the use of nonderivative contracts.

Derivative contracts that are not recorded as normal are recorded at fair value as current or long-term derivative assets or liabilities.  For the Regulated companies, regulatory assets or liabilities are recorded for the changes in fair values of derivatives, as these contracts are part of current regulated operating costs, or have an allowed recovery mechanism, and management believes that these costs will continue to be recovered from or refunded to customers in cost-of-service, regulated rates.  For NU's remaining unregulated wholesale marketing contracts, changes in fair values of derivatives are included in Net Income.  The costs and benefits of derivative contracts that meet the definition of normal are recognized in Operating Expenses or Operating Revenues on the accompanying unaudited condensed consolidated statements of income, as applicable, as electricity or natural gas is delivered.  

CL&P, NSTAR Electric and WMECO mitigate the risks associated with the price volatility of energy and energy-related products through the use of SS, LRS, and basic service contracts, which fix the price of electricity purchased for customers and are accounted for as normal.  As required by regulation, CL&P has entered into derivative and nonderivative contracts for the purchase of energy and energy-related products and contracts related to capacity.  NSTAR Electric also has a capacity related contract that is a derivative.  NSTAR Electric and WMECO have contracts to purchase renewable energy that are derivatives. CL&P has also entered into FTR contracts, which are accounted for as derivatives, to manage the risk of congestion costs associated with its SS and LRS contracts. NU also has NYMEX future contracts in order to reduce variability associated with the purchase price of approximately 9.1 million MMBtu of natural gas.  

The costs or benefits from all of the Regulated companies' derivative contracts are recoverable from or refundable to customers, and therefore, changes in fair value are recorded as Regulatory Assets or Regulatory Liabilities on the accompanying unaudited condensed consolidated balance sheets.

28

NU, through Select Energy, has one remaining fixed price forward sales contract to serve electrical load that is part of its remaining unregulated wholesale energy marketing portfolio.  NU mitigates the price risk associated with this contract through the use of forward purchase contracts.  The contracts are accounted for at fair value, and changes in their fair values are recorded in Purchased Power, Fuel and Transmission on the accompanying unaudited condensed consolidated statements of income.  

The gross fair values of derivative assets and liabilities with the same counterparty are offset and reported as net Derivative Assets or Derivative Liabilities, with current and long-term portions, in the accompanying unaudited condensed consolidated balance sheets.  Cash collateral posted or collected under master netting agreements is recorded as an offset to the derivative asset or liability.  The following tables present the gross fair values of contracts and the net amounts recorded as current or long-term derivative asset or liability, by primary underlying risk exposure or purpose:   

		As of September 30, 2012
		Commodity Supply and		Collateral		Net Amount Recorded as
(Millions of Dollars)		Price Risk Management		and Netting  (1)		Derivative Asset/(Liability) (2)
Current Derivative Assets:
Level 2:
	PSNH	$	0.6	$	-	$	0.6
	Other		2.4		(0.3)		2.1
Level 3:
	CL&P		17.9		(12.1)		5.8
	Other		4.8		-		4.8
Total Current Derivative Assets		$	25.7	$	(12.4)	$	13.3
Long-Term Derivative Assets:
Level 3:
	CL&P	$	164.0	$	(72.0)	$	92.0
	Other		1.3		-		1.3
Total Long-Term Derivative Assets		$	165.3	$	(72.0)	$	93.3
Current Derivative Liabilities:
Level 2:
	Other	$	(17.5)	$	1.7	$	(15.8)
Level 3:
	CL&P		(97.5)		-		(97.5)
	NSTAR Electric		(0.6)		-		(0.6)
Total Current Derivative Liabilities		$	(115.6)	$	1.7	$	(113.9)
Long-Term Derivative Liabilities:
Level 2:
	Other	$	(4.3)	$	-	$	(4.3)
Level 3:
	CL&P		(891.2)		-		(891.2)
	NSTAR Electric		(13.2)		-		(13.2)
	WMECO		(3.7)		-		(3.7)
Total Long-Term Derivative Liabilities		$	(912.4)	$	-	$	(912.4)

29

		As of December 31, 2011
		Commodity Supply and		Collateral		Net Amount Recorded as
(Millions of Dollars)		Price Risk Management		and Netting (1)		Derivative Asset/(Liability) (2)
Current Derivative Assets:
Level 3:
	CL&P	$	17.9	$	(11.6)	$	6.3
	Other		4.7		-		4.7
Total Current Derivative Assets (3)		$	22.6	$	(11.6)	$	11.0
Long-Term Derivative Assets:
Level 3:
	CL&P	$	174.2	$	(80.4)	$	93.8
	Other		4.6		-		4.6
Total Long-Term Derivative Assets		$	178.8	$	(80.4)	$	98.4
Current Derivative Liabilities:
Level 3:
	CL&P	$	(95.9)	$	-	$	(95.9)
	WMECO		(0.1)		-		(0.1)
	Other		(16.1)		4.5		(11.6)
Total Current Derivative Liabilities		$	(112.1)	$	4.5	$	(107.6)
Long-Term Derivative Liabilities:
Level 3:
	CL&P	$	(935.8)	$	-	$	(935.8)
	WMECO		(7.2)		-		(7.2)
	Other		(17.3)		0.4		(16.9)
Total Long-Term Derivative Liabilities (4)		$	(960.3)	$	0.4	$	(959.9)

 ⁽¹⁾

Amounts represent cash collateral posted under master netting agreements and the netting of derivative assets and liabilities.  See "Credit Risk" below for discussion of cash collateral posted under master netting agreements.

⁽²⁾

Current derivative assets are included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheets.  NSTAR Electric and WMECO derivative liabilities are included in Other Current Liabilities and Other Long-Term Liabilities on their accompanying unaudited condensed consolidated balance sheets.  

⁽³⁾

In addition to the amounts reflected in the table, as of December 31, 2011, NU had $2.3 million of hedging instruments that were classified as Level 2 in the fair value hierarchy, which related to a fair value hedge that expired on April 2, 2012 and was included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheet.

⁽⁴⁾

As of December 31, 2011, NSTAR Electric had $3.4 million of derivative liabilities classified as Level 3 within the fair value hierarchy and included in Other Long-Term Liabilities on the accompanying NSTAR Electric unaudited condensed consolidated balance sheet.  These amounts are not included in NU consolidated as of December 31, 2011.

For further information on the fair value of derivative contracts, see Note 1E, "Summary of Significant Accounting Policies - Fair Value Measurements."  

Derivatives not designated as hedges

Commodity supply and price risk management:  As required by regulation, CL&P has capacity-related contracts with generation facilities.  These contracts and similar UI contracts have an expected capacity of 787 MW.  CL&P has a sharing agreement with UI, with 80 percent of each contract allocated to CL&P and 20 percent allocated to UI.  The capacity contracts have terms up to 15 years and obligate the utilities to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the forward capacity market price received in the ISO-NE capacity markets.  In addition, CL&P has a contract to purchase 0.1 million MWh of energy per year through 2020.

NSTAR Electric has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2017.  NSTAR Electric also has a capacity related contract for approximately 25 MW to 35 MW that extends through 2019.

WMECO has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2028 with a facility that is expected to achieve commercial operation by November 2013.  

As of September 30, 2012 and December 31, 2011, NU had approximately 38 thousand MWh and 123 thousand MWh, respectively, of supply volumes remaining in its unregulated wholesale portfolio when expected sales are compared with supply contracts.

30

The following table presents the realized and unrealized gains/(losses) associated with NU’s derivative contracts not designated as hedges (See Level 3 tables in the "Valuations using significant unobservable inputs" section for CL&P, NSTAR Electric and WMECO gains and losses on derivative contracts):

		Amounts Recognized on Derivatives
Location of Amounts		For the Three Months Ended				For the Nine Months Ended
Recognized on Derivatives		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)
NU
Balance Sheet:
	Regulatory Assets	$	11.7	$	(47.7)	$	(25.0)	$	(92.8)
Statement of Income:
	Purchased Power, Fuel and Transmission		0.2		0.3		(0.8)		1.0

Hedging instruments  

Fair Value Hedge:  NU parent had a fixed to floating interest rate swap on its $263 million, fixed rate senior note that matured on April 1, 2012.  This interest rate swap qualified and was designated as a fair value hedge.  Prior to the settlement of the swap on April 2, 2012, $2.5 million of interest benefit was recorded in Net Income in the first quarter of 2012.  For the three and nine months ended September 30, 2011, $2.5 million and $7.9 million of interest benefit was recorded in Net Income, respectively.

Cash Flow Hedges:  In 2011, PSNH and WMECO settled interest rate swaps associated with $280 million and $50 million, respectively, of long-term debt issuances and as a result PSNH and WMECO recorded pre-tax reductions of $18.2 million and $6.9 million, respectively, to AOCI that are being amortized over the remaining lives of the associated debt.  NU reclassified $0.9 million and $2.4 million of pre-tax losses from AOCI into interest expense for the three and nine months ended September 30, 2012, respectively. These amounts were $0.4 million and $0.6 million for the three and nine months ended September 30, 2011, respectively.

Credit Risk

Certain of NU’s contracts contain credit risk contingent features.  These features require NU to maintain investment grade credit ratings from the major rating agencies and to post collateral for contracts in a net liability position over specified credit limits.  The following summarizes the fair value of derivative contracts that were in a net liability position and subject to credit risk contingent features, the fair value of cash collateral, and the additional collateral that would be required to be posted by NU if the unsecured debt credit ratings of NU parent were downgraded to below investment grade as of September 30, 2012 and December 31, 2011:

As of September 30, 2012

As of December 31, 2011

Additional

Additional

Fair Value

Collateral Required

Fair Value

Collateral Required

Subject to Credit

Cash

If Downgraded

Subject to Credit

Cash

If Downgraded

Risk Contingent

Collateral

Below Investment

Risk Contingent

Collateral

Below Investment

(Millions of Dollars)

Features

Posted

Grade

Features

Posted

Grade

NU

$

(15.8)

$

1.3

$

15.7

$

(23.5)

$

4.1

$

19.9

Fair Value Measurements of Derivative Instruments

Valuation of Derivative Instruments:  Derivative contracts classified as Level 2 in the fair value hierarchy relate to the financial contracts for natural gas futures and the remaining unregulated wholesale marketing sourcing contracts to purchase energy for periods in which prices are quoted in an active market.  Prices are obtained from broker quotes and are based on actual market activity.  The contracts are valued using the mid-point of the bid-ask spread.  Valuations of these contracts also incorporate discount rates using the yield curve approach.  

The fair value of derivative contracts classified as Level 3 utilize significant unobservable inputs.  The fair value is modeled using income techniques, such as discounted cash flow approaches adjusted for assumptions relating to exit price.  Significant observable inputs for valuations of these contracts include energy and energy-related product prices in future years for which quoted prices in an active market exist.  Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy and energy-related products, and accounting requirements.  The future power and capacity prices for periods that are not quoted in an active market or established at auction are based on available market data and are escalated based on estimates of inflation to address the full time period of the contract.  

Valuations of derivative contracts using discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the company's credit rating for liabilities.   Valuations incorporate estimates of premiums or discounts that would be required by a market participant to arrive at an exit price, using historical market transactions adjusted for the terms of the contract.   

31

The following is a summary of NU’s, including CL&P’s, NSTAR Electric’s and WMECO’s, Level 3 derivative contracts and the range of the significant unobservable inputs utilized in the valuations over the duration of the contracts:

	Range	Period Covered
Energy Prices:
NU	$41 - $90 per MWh	2017 - 2028
CL&P	$47 - $55 per MWh	2017 - 2020
WMECO	$41 - $90 per MWh	2017 - 2028
Capacity Prices:
NU	$1.40 - $10.53 per kW-Month	2016 - 2028
CL&P	$1.40 - $9.51 per kW-Month	2016 - 2026
NSTAR Electric	$1.40 - $10.18 per kW-Month	2016 - 2027
WMECO	$1.40 - $10.53 per kW-Month	2016 - 2028
Forward Reserve:
NU, CL&P	$0.35 - $0.90 per kW-Month	2013 - 2024
REC Prices:
NU	$25 - $85 per REC	2012 - 2028
NSTAR Electric	$25 - $63 per REC	2012 - 2017
WMECO	$25 - $85 per REC	2013 - 2028

Exit price premiums of 10 percent through 32 percent are also applied on these contracts.

Significant increases or decreases in future power or capacity prices in isolation would decrease or increase, respectively, the fair value of the derivative liability.  Any increases in the risk premiums would increase the fair value of the derivative liabilities.  Changes in these fair values are recorded as a regulatory asset or liability and would not impact net income.  

Valuations using significant unobservable inputs:  The following tables present changes for the three and nine months ended September 30, 2012 and 2011 in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis.  The derivative assets and liabilities are presented on a net basis.  The fair value as of January 1, 2012 reflects a reclassification of remaining unregulated wholesale marketing sourcing contracts that had previously been presented as a portfolio along with the unregulated wholesale marketing sales contract as Level 3 under the highest and best use valuation premise.  These contracts are now classified within Level 2 of the fair value hierarchy.

		For the Three Months Ended				For the Nine Months Ended
		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)		NU		NU		NU		NU
Derivatives, Net:
Fair Value as of Beginning of Period		$	(932.1)	$	(886.2)	$	(962.2)	$	(840.2)
Increase due to Merger with NSTAR			-		-		(5.4)		-
Transfer to Level 2			-		-		32.2		-
Net Realized/Unrealized Gains/(Losses)   Included in:
	Net Income (2)		(0.2)		0.3		7.2		1.0
	Regulatory Assets		8.5		(47.9)		(30.1)		(93.0)
Settlements			21.5		17.7		56.0		16.1
Fair Value as of End of Period		$	(902.3)	$	(916.1)	$	(902.3)	$	(916.1)

		For the Three Months Ended
		September 30, 2012						September 30, 2011
(Millions of Dollars)		CL&P		NSTAR Electric		WMECO		CL&P		NSTAR Electric (1)
Derivatives, Net:
Fair Value as of Beginning of Period		$	(910.7)	$	(15.8)	$	(13.5)	$	(858.7)	$	(1.0)
Net Realized/Unrealized Gains/(Losses)
	Included in Regulatory Assets		(2.8)		1.4		9.8		(47.9)		(1.2)
Settlements			22.6		0.6		-		15.5		0.6
Fair Value as of End of Period		$	(890.9)	$	(13.8)	$	(3.7)	$	(891.1)	$	(1.6)
		For the Nine Months Ended
		September 30, 2012						September 30, 2011
(Millions of Dollars)		CL&P		NSTAR Electric (1)		WMECO		CL&P		NSTAR Electric (1)
Derivatives, Net:
Fair Value as of Beginning of Period		$	(931.6)	$	(3.4)	$	(7.3)	$	(806.1)	$	(2.4)
Net Realized/Unrealized Gains/(Losses)
	Included in Regulatory Assets		(23.8)		(13.2)		3.6		(92.9)		(1.3)
Settlements			64.5		2.8		-		7.9		2.1
Fair Value as of End of Period		$	(890.9)	$	(13.8)	$	(3.7)	$	(891.1)	$	(1.6)

32

⁽¹⁾

NSTAR Electric amounts are included in NU consolidated from the date of the merger, April 10, 2012, through September 30, 2012.  NSTAR Electric amounts are not included in NU consolidated for the three and nine months ended September 30, 2011.

⁽²⁾

The Net Income impact for the three and nine months ended September 30, 2012 relate to the unregulated wholesale marketing sales contract and are offset by the gains/(losses) on the unregulated sourcing contracts classified as Level 2 in the fair value hierarchy, resulting in total gains of $0.2 million and losses of $0.8 million for the three and nine months ended September 30, 2012, respectively.  

6.

MARKETABLE SECURITIES (NU, WMECO)

NU maintains a supplemental benefit trust to fund certain of NU’s non-qualified benefit obligations and WMECO maintains a spent nuclear fuel trust to fund WMECO’s prior period spent nuclear fuel liability, each of which hold marketable securities.  These trusts are not subject to regulatory oversight by state or federal agencies.  As of April 10, 2012, upon consummation of the merger with NSTAR and consolidation of CYAPC and YAEC, NU's marketable securities also includes legally restricted trusts for the decommissioning of nuclear power plants.

The Company elects to record mutual funds purchased by the NU supplemental benefit trust at fair value.  As such, any change in fair value of these mutual funds is reflected in Net Income.  These mutual funds, classified as Level 1 in the fair value hierarchy, totaled $45.7 million and $41.1 million as of September 30, 2012 and December 31, 2011, respectively, and are included in current Marketable Securities.  Net gains on these securities of $1.9 million and $4.6 million for the three months and nine months ended September 30, 2012, respectively and net losses of $7.1 million and $4.9 million for the three and nine months ended September 30, 2011, respectively, were recorded in Other Income, Net on the accompanying unaudited condensed consolidated statements of income.  Dividend income is recorded when dividends are declared and are recorded in Other Income, Net on the accompanying unaudited condensed consolidated statements of income.  All other marketable securities are accounted for as available-for-sale.  

Available-for-Sale Securities:  The following is a summary of NU's available-for-sale securities held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC and YAEC's nuclear decommissioning trusts.  These securities are recorded at fair value and included in current and long-term Marketable Securities on the accompanying unaudited condensed consolidated balance sheets.

		As of September 30, 2012
				Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains (1)		Losses (1)		Fair Value
NU
	Debt Securities (2)	$	258.5	$	12.3	$	(0.1)	$	270.7
	Equity Securities (2)		142.3		19.7		(2.6)		159.4
WMECO
	Debt Securities		57.6		0.1		(0.1)		57.6
		As of December 31, 2011
				Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains (1)		Losses (1)		Fair Value
NU		$	88.4	$	2.0	$	(0.2)	$	90.2
WMECO			57.3		-		(0.2)		57.1

⁽¹⁾

Unrealized gains and losses on debt securities for the NU supplemental benefit trust and WMECO spent nuclear fuel trust are recorded in AOCI and Other Long-Term Assets, respectively, on the accompanying unaudited condensed consolidated balance sheets.  

⁽²⁾

NU's September 30, 2012 amounts include CYAPC's and YAEC's marketable securities held in nuclear decommissioning trusts of $324.9 million, the majority of which are legally restricted and can only be used for the decommissioning of the nuclear power plants owned by these companies. Unrealized gains and losses for the nuclear decommissioning trusts are offset in Other Long-Term Liabilities on the accompanying unaudited condensed consolidated balance sheet.  All of the equity securities accounted for as available-for-sale securities are held in these trusts.

Unrealized Losses and Other-than-Temporary Impairment:  There have been no significant unrealized losses, other-than-temporary impairments or credit losses for the NU supplemental benefit trust, the WMECO spent nuclear fuel trust, and in the trusts held by CYAPC and YAEC. Factors considered in determining whether a credit loss exists include the duration and severity of the impairment, adverse conditions specifically affecting the issuer, and the payment history, ratings and rating changes of the security.  For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated.

Realized Gains and Losses:  Realized gains and losses on available-for-sale securities are recorded in Other Income, Net for the NU supplemental benefit trust, Other Long-Term Assets for the WMECO spent nuclear fuel trust and offset in Other Long-Term Liabilities for CYAPC and YAEC.  NU utilizes the specific identification basis method for the NU supplemental benefit trust securities and the average cost basis method for the WMECO spent nuclear fuel trust and the CYAPC and YAEC nuclear decommissioning trusts to compute the realized gains and losses on the sale of available-for-sale securities.   

33

Contractual Maturities:  As of September 30, 2012, the contractual maturities of available-for-sale debt securities are as follows:  

	NU				WMECO
	Amortized				Amortized
(Millions of Dollars)	Cost		Fair Value		Cost		Fair Value
Less than one year (1)	$	54.4	$	54.4	$	18.4	$	18.4
One to five years		60.2		61.6		25.3		25.3
Six to ten years		46.9		50.0		6.4		6.4
Greater than ten years		97.0		104.7		7.5		7.5
Total Debt Securities	$	258.5	$	270.7	$	57.6	$	57.6

⁽¹⁾

Amounts in the Less than one year category include securities in the nuclear decommissioning trusts, which are restricted and are classified in long-term Marketable Securities on the accompanying unaudited condensed consolidated balance sheet.

Fair Value Measurements:  The following table presents the marketable securities recorded at fair value on a recurring basis by the level in which they are classified within the fair value hierarchy:  

			NU				WMECO
			As of		As of		As of		As of
(Millions of Dollars)			September 30, 2012		December 31, 2011		September 30, 2012		December 31, 2011
Level 1:
	Mutual Funds and Equity Securities		$	205.1	$	41.1	$	-	$	-
	Money Market Funds			40.5		1.8		4.7		0.1
Total Level 1			$	245.6	$	42.9	$	4.7	$	0.1
Level 2:
	U.S. Government Issued Debt Securities
		(Agency and Treasury)		59.8		11.1		18.7		8.0
	Corporate Debt Securities			32.2		16.5		7.0		9.1
	Asset-Backed Debt Securities			31.4		25.9		10.7		7.9
	Municipal Bonds			95.3		16.1		12.7		15.4
	Other Fixed Income Securities			11.5		18.8		3.8		16.6
Total Level 2			$	230.2	$	88.4	$	52.9	$	57.0
Total Marketable Securities			$	475.8	$	131.3	$	57.6	$	57.1

U.S. government issued debt securities are valued using market approaches that incorporate transactions for the same or similar bonds and adjustments for yields and maturity dates.  Corporate debt securities are valued using a market approach, utilizing recent trades of the same or similar instrument and also incorporating yield curves, credit spreads and specific bond terms and conditions.  Asset-backed debt securities include collateralized mortgage obligations, commercial mortgage backed securities, and securities collateralized by auto loans, credit card loans or receivables.  Asset-backed debt securities are valued using recent trades of similar instruments, prepayment assumptions, yield curves, issuance and maturity dates and tranche information.  Municipal bonds are valued using a market approach that incorporates reported trades and benchmark yields.  Other fixed income securities are valued using pricing models, quoted prices of securities with similar characteristics, and discounted cash flows.

7.

SHORT-TERM DEBT

Limits:  The amount of short-term borrowings that may be incurred by CL&P are subject to periodic approval by the FERC.  On November 30, 2011, the FERC granted authorization to allow CL&P to incur total short-term borrowings up to a maximum of $450 million effective January 1, 2012 through December 31, 2013.  On March 22, 2012, FERC approved CL&P's application requesting to increase its total short-term borrowing capacity from a maximum of $450 million to a maximum of $600 million for the authorization period through December 31, 2013.

The amount of short-term borrowings that may be incurred by NSTAR Electric is subject to periodic approval by the FERC.  On May 16, 2012, the FERC granted authorization to allow NSTAR Electric to issue total short-term debt securities in an aggregate principal amount not to exceed $655 million outstanding at any one time, effective October 23, 2012 through October 23, 2014.

CL&P Credit Agreement:  On March 26, 2012, CL&P entered into a five-year unsecured revolving credit facility in the amount of $300 million, which expires on March 26, 2017.  Under this facility, CL&P can borrow either on a short-term or a long-term basis subject to regulatory approval.  As of September 30, 2012, there were no borrowings under this facility.

Under this facility, CL&P may borrow at prime rates or LIBOR-based rates, plus an applicable margin based on the higher of S&P’s or Moody’s credit ratings.  

In addition, CL&P must comply with certain financial and non-financial covenants, including a consolidated debt to total capitalization ratio.  CL&P was in compliance with these covenants as of September 30, 2012.  If CL&P was not in compliance with these covenants, an event of default would occur requiring all outstanding borrowings to be repaid and additional borrowings would not be permitted under this credit facility.

34

Commercial Paper Programs:  On July 25, 2012, NU, CL&P, NSTAR LLC, NSTAR Gas, PSNH, WMECO, and Yankee Gas jointly entered into a five-year $1.15 billion revolving credit facility.  The new facility replaced (1) the NSTAR LLC revolving credit facility of $175 million that served to backstop a commercial paper program utilized by NSTAR LLC and was scheduled to expire on December 31, 2012, (2) the NSTAR Gas revolving credit facility of $75 million that expired on June 8, 2012, and (3) the CL&P, PSNH, WMECO, and Yankee Gas joint three-year $400 million and NU parent three-year $500 million unsecured revolving credit facilities that were scheduled to expire on September 24, 2013.  The new facility expires on July 25, 2017.  Management expects the new facility to be used primarily to backstop the $1.15 billion commercial paper program at NU, which commenced July 25, 2012.  

On July 25, 2012, NSTAR Electric entered into a five-year $450 million revolving credit facility.  This new facility serves to backstop NSTAR Electric’s existing $450 million commercial paper program.  The new facility expires on July 25, 2017.  This new facility replaced a prior $450 million NSTAR Electric revolving credit facility that was scheduled to expire on December 31, 2012.  

As of September 30, 2012, NU had $1,098.3 million in short-term borrowings outstanding under its commercial paper program, leaving $51.8 million of available borrowing capacity.  The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.459 percent, which is generally based on money market rates.  As of September 30, 2012, there were inter-company loans of $1,040.9 million from NU to the subsidiaries ($372.8 million for CL&P, $44.2 million for PSNH, and $172.5 million for WMECO).  As of September 30, 2012, NSTAR Electric had $261 million in short-term borrowings outstanding under its commercial paper program, leaving $189 million of available borrowing capacity.  The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.349 percent, which is generally based on money market rates.

NU, CL&P, NSTAR Electric, PSNH and WMECO use their available capital resources to fund their respective construction expenditures, meet debt requirements to pay costs, including storm-related costs, and pay dividends and to fund other corporate obligations, such as pension contributions.  The current growth in NU’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period.  In addition, NU’s Regulated companies operate in an environment where recovery of its electric and gas distribution construction expenditures takes place over an extended period of time.  This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs.  These factors have resulted in NU’s current liabilities exceeding current assets by approximately $1.7 billion, $558 million, $111 million and $217 million at NU, CL&P, NSTAR Electric and WMECO, respectively, as of September 30, 2012.

As of September 30, 2012, approximately $880 million of NU's current liabilities relates to long-term debt that will be paid in the next 12 months.  NU, with credit ratings among the highest in the industry, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt.  NU, CL&P, NSTAR Electric, and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, as deemed appropriate given capital requirements and maintenance of NU's credit rating and profile.  Management expects the future operating cash flows of NU and its subsidiaries, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.

8.

LONG-TERM DEBT (NU, CL&P, NSTAR Electric, WMECO)

On March 22, 2012, NU parent issued $300 million of floating rate Series D Senior Notes with a maturity date of September 20, 2013.  The notes have a coupon rate based on the three-month LIBOR rate plus a credit spread of 0.75 percent and will reset quarterly.  The notes had an interest rate of 1.13 percent as of September 30, 2012.  The proceeds, net of issuance expenses, were used to repay at maturity the NU parent $263 million Series A Senior Notes that matured on April 1, 2012, to repay short-term borrowings outstanding under the NU parent Credit Agreement and for other general corporate purposes.  The indenture under which the bonds were issued requires NU to comply with certain covenants as are customarily included in such indentures.  

On April 2, 2012, CL&P remarketed $62 million of tax-exempt PCRBs for a three-year period.  The PCRBs, which mature on May 1, 2031, carry a coupon rate of 1.55 percent during the current three-year fixed rate period and are subject to mandatory tender for purchase on April 1, 2015.

On April 2, 2012, NU parent repaid its $263 million 7.25 percent Series A Senior Notes that matured on April 1, 2012 with the proceeds from the issuance of floating rate Series D Senior Notes issued on March 22, 2012.

In addition, as a result of consolidating CYAPC and YAEC, NU has consolidated $179.5 million in additional spent nuclear fuel obligations as of September 30, 2012.  The spent nuclear fuel obligation is payable to the DOE at any time prior to the first delivery to the DOE of spent nuclear fuel and radio-active waste used to generate electricity prior to April 7, 1983.  Until payment is made to the DOE, the outstanding liability will continue to accrue interest at the 3-month Treasury bill yield rate.  

NU, including CL&P, NSTAR Electric, PSNH and WMECO, was in compliance with all its debt covenants as of September 30, 2012.

On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million.  The PCRBs carried coupons that ranged from 5.85 percent to 5.95 percent and maturities that ranged from 2016 through 2028.  On October 1, 2012, WMECO redeemed at par $53.8 million of tax-exempt PCRBs.  The PCRBs had a maturity date of 2028 and a coupon of 5.85 percent.  

On October 4, 2012, WMECO issued at a premium $150 million of senior unsecured notes at a yield of 2.673 percent that will mature on September 15, 2021.  The senior unsecured notes are part of the same series of WMECO’s existing 3.5 percent coupon Series F

35

Notes that were initially issued in September 2011.  As a result, the aggregate principal amount of WMECO’s outstanding Series F Notes totaled $250 million.  

On October 15, 2012, NSTAR Electric issued at a discount $400 million of 2.375 percent Debentures at a yield of 2.406 percent that will mature on October 15, 2022.  The proceeds were used to pay $400 million of 4.875 percent Debentures that matured on October 15, 2012.  

9.

EMPLOYEE BENEFITS

A.

Pension Benefits and Postretirement Benefits Other Than Pensions

NUSCO sponsors a defined benefit retirement plan that covers nonbargaining unit employees (and bargaining unit employees, as negotiated), including CL&P, PSNH, and WMECO employees, hired before 2006 (or as negotiated, for bargaining unit employees) and NSTAR Electric serves as plan sponsor for a defined benefit retirement plan that covers substantially all employees of NSTAR Electric & Gas, which is a Northeast Utilities service company.  Both plans are subject to the provisions of ERISA, as amended by the PPA of 2006.  NU and NSTAR Electric & Gas each maintain SERPs and other non-qualified defined benefit plans, which provide benefits in excess of Internal Revenue Code limitations to eligible current and retired participants that would have otherwise been provided under the Pension Plans.  Amounts related to these plans are included with the Pension Plans in the tables below.

NUSCO and NSTAR Electric & Gas also sponsor plans that provide certain retiree health care benefits, primarily medical and dental, and life insurance benefits through PBOP Plans and Group Welfare Benefit Plans to employees that meet certain age and service eligibility requirements.  Under certain circumstances, eligible retirees are required to contribute to the costs of postretirement benefits.

The funded status of each of the plans is recorded on the respective sponsor's balance sheet:  NUSCO (NUSCO pension, NUSCO PBOP and NUSCO SERP), NSTAR Electric (NSTAR pension) and NSTAR Electric & Gas (NSTAR SERP and PBOP).  The NUSCO plans are accounted for under the multiple-employer approach, and therefore, the funded status of the NUSCO plans is allocated to and recorded on the balance sheets of CL&P, PSNH and WMECO.  The NSTAR plans were accounted for under the multi-employer approach prior to the merger and NU continues to account for these plans under the multi-employer approach.  Under multi-employer accounting, the funded status is recorded on the plan sponsor's balance sheet and other subsidiaries that participate in the plan record any unpaid contributions to the plan on their respective balance sheets.  Accordingly, the balance sheet of NSTAR Electric reflects the full funded status of the NSTAR Pension Plan and does not reflect the funded status of the NSTAR PBOP or SERP plans.

The components of net periodic benefit expense for the Pension Plans (including the SERPs) and PBOP Plans, the portion of pension amounts capitalized relating to employees working on capital projects, and intercompany allocations to CL&P, NSTAR Electric, PSNH and WMECO not included in their respective net periodic benefit expense are as follows:

	Pension and SERP Plans
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)	NU		NU		NU		NU
Service Cost	$	23.0	$	13.8	$	61.1	$	27.5
Interest Cost		53.3		38.3		144.7		76.5
Expected Return on Plan Assets		(59.5)		(42.7)		(161.3)		(85.8)
Actuarial Loss		47.4		21.1		125.0		42.1
Prior Service Cost		2.0		2.4		6.1		4.8
Total - Net Periodic Benefit Expense	$	66.2	$	32.9	$	175.6	$	65.1
Capitalized Pension Expense	$	19.2	$	7.8	$	49.5	$	23.5
	PBOP Plans and Group Welfare Benefit Plans
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)	NU		NU		NU		NU
Service Cost	$	4.4	$	2.3	$	11.3	$	6.8
Interest Cost		14.3		6.4		34.4		19.3
Expected Return on Plan Assets		(11.1)		(5.4)		(28.1)		(16.2)
Actuarial Loss		10.3		4.8		25.5		14.3
Prior Service Credit		(0.5)		(0.1)		(0.9)		(0.2)
Net Transition Obligation Cost		3.1		2.9		9.0		8.7
Total - Net Periodic Benefit Expense	$	20.5	$	10.9	$	51.2	$	32.7

36

		Pension and SERP Plans
		For the Three Months Ended September 30, 2012								For the Three Months Ended September 30, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric (1)		PSNH		WMECO		CL&P		Electric(1), (2)		PSNH		WMECO
Service Cost		$	5.4	$	7.6	$	2.9	$	1.0	$	4.9	$	6.5	$	2.6	$	1.0
Interest Cost			12.9		14.7		6.1		2.6		13.0		15.2		6.1		2.7
Expected Return on Plan Assets			(17.7)		(16.4)		(7.2)		(4.1)		(19.1)		(17.8)		(5.0)		(4.4)
Actuarial Loss			12.6		15.7		4.2		2.7		8.2		12.2		2.6		1.7
Prior Service Cost/(Credit)			0.9		(0.1)		0.4		0.2		1.1		(0.2)		0.5		0.2
Total - Net Periodic Benefit Expense		$	14.1	$	21.5	$	6.4	$	2.4	$	8.1	$	15.9	$	6.8	$	1.2
Related Intercompany
	Allocations	$	10.7	$	(3.0)	$	2.4	$	2.1	$	8.5	$	(2.3)	$	1.9	$	1.6
Capitalized Pension Expense		$	6.8	$	8.4	$	1.9	$	1.3	$	4.5	$	4.9	$	2.1	$	0.7

		Pension and SERP Plans
		For the Nine Months Ended September 30, 2012								For the Nine Months Ended September 30, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric(1), (2)		PSNH		WMECO		CL&P		Electric(1), (2)		PSNH		WMECO
Service Cost		$	16.3	$	22.7	$	8.8	$	3.1	$	14.6	$	19.5	$	7.9	$	3.0
Interest Cost			38.5		44.2		18.3		7.9		39.1		45.7		18.4		8.1
Expected Return on Plan Assets			(52.8)		(49.2)		(21.1)		(12.3)		(57.4)		(53.5)		(15.0)		(13.2)
Actuarial Loss			37.0		47.3		12.1		8.0		24.8		36.5		7.8		5.1
Prior Service Cost/(Credit)			2.7		(0.4)		1.1		0.6		3.1		(0.6)		1.5		0.6
Total - Net Periodic Benefit Expense		$	41.7	$	64.6	$	19.2	$	7.3	$	24.2	$	47.6	$	20.6	$	3.6
Related Intercompany
	Allocations	$	32.0	$	(9.2)	$	7.5	$	6.0	$	25.0	$	(6.8)	$	5.7	$	4.6
Capitalized Pension Expense		$	20.2	$	23.6	$	5.8	$	3.7	$	13.4	$	14.7	$	5.9	$	2.1

		PBOP Plans
		For the Three Months Ended September 30, 2012						For the Three Months Ended September 30, 2011
(Millions of Dollars)		CL&P			PSNH		WMECO	CL&P		PSNH		WMECO
Service Cost		$	0.8	$	0.5	$	0.1	$	0.7	$	0.5	$	0.2
Interest Cost			2.3		1.1		0.5		2.5		1.2		0.5
Expected Return on Plan Assets			(2.3)		(1.1)		(0.5)		(2.2)		(1.1)		(0.5)
Actuarial Loss			1.9		0.9		0.3		1.9		0.8		0.3
Net Transition Obligation Cost			1.5		0.6		0.3		1.5		0.6		0.3
Total - Net Periodic Benefit Expense		$	4.2	$	2.0	$	0.7	$	4.4	$	2.0	$	0.8
Related Intercompany
	Allocations	$	2.0	$	0.5	$	0.4	$	2.0	$	0.5	$	0.4
		PBOP Plans
		For the Nine Months Ended September 30, 2012						For the Nine Months Ended September 30, 2011
(Millions of Dollars)		CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
Service Cost		$	2.2	$	1.5	$	0.4	$	2.2	$	1.4	$	0.4
Interest Cost			6.9		3.4		1.5		7.5		3.6		1.6
Expected Return on Plan Assets			(6.8)		(3.4)		(1.6)		(6.5)		(3.3)		(1.5)
Actuarial Loss			5.7		2.7		0.9		5.4		2.4		0.9
Net Transition Obligation Cost			4.6		1.9		1.1		4.6		1.9		1.0
Total - Net Periodic Benefit Expense		$	12.6	$	6.1	$	2.3	$	13.2	$	6.0	$	2.4
Related Intercompany
	Allocations	$	5.9	$	1.5	$	1.1	$	6.2	$	1.5	$	1.1

⁽¹⁾

NSTAR Electric’s pension amounts do not include SERP expense.  

⁽²⁾

NSTAR Electric’s pension expense for the nine months ended September 30, 2012 included $21.6 million of costs incurred prior to the closing of NSTAR’s merger with NU.  These amounts are not included in NU’s net periodic benefit costs for the nine months ended September 30, 2012.  The NSTAR Electric expenses are not included in the consolidated NU results for the three and nine months ended September 30, 2011.

NSTAR Electric PBOP Expense:  NSTAR Electric participates in a PBOP Plan sponsored by NSTAR Electric & Gas.  NSTAR Electric recognizes unpaid contributions that are due to NSTAR Electric & Gas as a liability on the accompanying unaudited condensed consolidated balance sheets.  The funded status of the PBOP plan is reflected on NU’s accompanying unaudited condensed consolidated balance sheet.  However, the funded status of the PBOP plan is not reflected on NSTAR Electric’s accompanying unaudited condensed consolidated balance sheets.  For the three and nine months ended September 30, 2012, the net periodic postretirement benefit costs allocated to NSTAR Electric were $8.5 million and $25.6 million, respectively, of which $9 million was incurred prior to the closing of NSTAR’s merger with NU.  These amounts were $6.4 million and $19.2 million for the three and nine months ended September 30, 2011, respectively.  These amounts are fully recovered from customers in cost-of-service regulated rates.

Curtailment Expense (SERP):  NU recorded curtailment expense of $1.8 million for the NUSCO SERP for the nine months ended September 30, 2012 to reflect charges related to organization changes that occurred as a result of the merger.  

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Contributions:  NU’s policy is to annually fund the Pension Plans in an amount at least equal to an amount that will satisfy the requirements of ERISA, as amended by the PPA of 2006, and the Internal Revenue Code.  Based on the current status of the NUSCO Pension Plan, NU is required to make a contribution to the NUSCO Pension Plan of $197.3 million in 2012 to meet minimum funding requirements under the PPA.  Contributions are being made in installments and began in January 2012.  NU made contributions totaling $35.2 million and $162.3 million ($87.7 million of which was contributed by PSNH in the first quarter of 2012) for the three and nine months ended September 30, 2012, respectively.  NSTAR Electric made contributions to the NSTAR Electric Pension Plan of $18.7 million and $25 million for the three and nine months ended September 30, 2012.  NSTAR Electric does not anticipate additional contributions to the pension plan for the remainder of 2012.  The actual level of funding may differ from this estimate.

B.

Share-Based Payments

Share-based compensation awards are recorded using the fair value-based method at the date of grant.  NU, CL&P, NSTAR Electric, PSNH and WMECO record compensation cost related to these awards, as applicable, for shares issued or sold to their respective employees and officers, as well as the allocation of costs associated with shares issued or sold to NU's service companies' employees and officers that support CL&P, NSTAR Electric, PSNH and WMECO.  

Upon consummation of the merger with NSTAR, the NSTAR 1997 Share Incentive Plan and the NSTAR 2007 Long-Term Incentive Plan were assumed by NU.  Share-based awards granted under the NSTAR Plans and held by NSTAR employees and officers were generally converted into outstanding NU share-based compensation awards with an estimated fair value of $53.2 million.  Refer to Note 2, "Merger of NU and NSTAR," for further information regarding the merger transaction.  Specifically, as of the merger closing, and as adjusted by the exchange ratio, (1) NU converted outstanding NSTAR stock options into 2,664,894 NU stock options valued at $30.5 million, (2) NU converted NSTAR deferred shares and NSTAR performance shares into 421,775 NU RSU’s valued at $15.5 million, and (3) NU converted NSTAR RSU retention awards into 195,619 NU RSU retention awards valued at $7.2 million.

NU Incentive Plan:  NU maintains long-term equity-based incentive plans under the NU Incentive Plan in which NU, CL&P, PSNH and WMECO employees, officers and board members are entitled to participate.  The NU Incentive Plan was approved in 2007, and authorized NU to grant up to 4,500,000 new shares for various types of awards, including RSUs and performance shares, to eligible employees, officers, and board members.  As of September 30, 2012 and December 31, 2011, NU had 2,501,295 and 2,685,615 common shares, respectively, available for issuance under the NU Incentive Plan.  In addition to the NU Incentive Plan, NU maintains an ESPP for eligible employees.  

NSTAR Incentive Plans:  Awards may continue to be granted following the merger under the NSTAR 2007 Long-Term Incentive Plan; however, no additional awards will be granted under the NSTAR 1997 Share Incentive Plan.  The aggregate number of common shares initially authorized for issuance under the NSTAR 2007 Long-Term Incentive Plan was 3,500,000.  As of September 30, 2012, there were 977,922 common shares available for issuance under the NSTAR 2007 Long-Term Incentive Plan.  

NU accounts for its various share-based plans as follows:

·

For grants of RSUs, NU records compensation expense, net of estimated forfeitures, on a straight-line basis over the vesting period based upon the fair value of NU's common shares at the date of grant.  The par value of RSUs is reclassified to Common Stock from APIC as RSUs become issued as common shares.

·

For grants of performance shares, NU records compensation expense, net of estimated forfeitures, on a straight-line basis over the vesting period.  Performance shares vest based upon the extent to which Company goals are achieved.  For the majority of performance shares, fair value is based upon the value of NU's common shares at the date of grant and compensation expense is recorded based upon the probable outcome of the achievement of Company targets.  For the remaining performance shares, vesting is based upon the achievement of the Company's share price as compared to an index of similar equity securities.  The fair value at the date of grant for these remaining performance shares was determined using a lattice model and compensation expense is recorded over the vesting period.

·

For shares sold under the ESPP, no compensation expense is recorded, as the ESPP qualifies as a non-compensatory plan.  

RSUs:  NU granted RSUs under the 2004 through 2012 incentive programs that are subject to three-year graded vesting schedules for employees, and one-year graded vesting schedules for board members.  RSUs are paid in shares, reduced by amounts sufficient to satisfy withholdings, subsequent to vesting.  A summary of RSU transactions is as follows:

			Weighted Average
	RSUs		Grant-Date
RSUs	(Units)		Fair Value
Outstanding as of December 31, 2011		959,920	$	26.36
Granted		585,135	$	32.98
Converted NSTAR awards upon merger		617,394	$	36.79
Converted from NU performance shares upon merger		451,358	$	34.32
Shares issued		(304,014)	$	27.96
Forfeited		(95,156)	$	34.99
Outstanding as of September 30, 2012		2,214,637	$	32.07

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As of September 30, 2012 and December 31, 2011, the number and weighted average grant-date fair value of unvested RSUs was 1,402,517 and $34.69 per share, and 403,108 and $28.70 per share, respectively.  The number and weighted average grant-date fair value of RSUs vested during 2012 was 470,218 and $30.00 per share, respectively.  As of September 30, 2012, 812,120 RSUs were fully vested and an additional 1,332,391 are expected to vest.  

Performance Shares:  NU had granted performance shares under the annual Long-Term Incentive programs that vested based upon the extent to which the Company achieved targets at the end of three-year performance measurement periods.  Performance shares are paid in shares, after the performance measurement period.  A summary of performance share transactions is as follows:

	Performance		Weighted Average
	Shares		Grant-Date
Performance Shares	(Units)		Fair Value
Outstanding as of December 31, 2011		483,133	$	29.18
Granted		227,683	$	34.37
Converted to RSUs upon merger		(451,358)	$	34.32
Shares issued		(106,773)	$	24.52
Forfeited		-	$	-
Outstanding as of September 30, 2012		152,685	$	25.04

Upon closing of the merger with NSTAR, 451,358 performance shares under the NU 2011 and 2012 Long-Term Incentive Programs converted to RSUs according to the terms of these programs.  The remaining performance shares were measured based upon a modified performance period through the date of the merger, in accordance with the terms of the NU 2010 Incentive Program with distribution in 2013.  

The total compensation cost recognized by NU, CL&P, NSTAR Electric, PSNH and WMECO for share-based compensation awards was as follows:

NU	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Compensation Cost Recognized	$	4.8	$	3.2	$	21.6	$	9.3
Associated Future Income Tax Benefit Recognized		1.9		1.3		8.7		3.7

	For the Three Months Ended
	September 30, 2012								September 30, 2011
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric(1)		PSNH		WMECO
Compensation Cost Recognized	$	0.9	$	0.5	$	0.4	$	0.2	$	1.9	$	1.9	$	0.6	$	0.4
Associated Future Income Tax Benefit Recognized		0.4		0.2		0.1		0.1		0.8		0.8		0.3		0.1
	For the Nine Months Ended
	September 30, 2012								September 30, 2011
(Millions of Dollars)	CL&P		NSTAR Electric(1)		PSNH		WMECO		CL&P		NSTAR Electric(1)		PSNH		WMECO
Compensation Cost Recognized	$	3.9	$	5.4	$	1.5	$	0.8	$	5.4	$	5.8	$	1.9	$	1.0
Associated Future Income Tax Benefit Recognized		1.6		2.1		0.6		0.3		2.2		2.3		0.7		0.4

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated for the three and nine months ended September 30, 2011.  NSTAR Electric amounts are included in NU consolidated from the date of the merger, April 10, 2012, through September 30, 2012.

As of September 30, 2012, there was $30.3 million of total unrecognized compensation cost related to nonvested share-based awards for NU, $6.2 million for CL&P, $8.6 million for NSTAR Electric, $2.1 million for PSNH and $1.3 million for WMECO.  This cost is expected to be recognized ratably over a weighted-average period of 2.08 years for NU, 2.17 years for CL&P, 1.91 years for NSTAR Electric, 1.97 years for PSNH and 1.96 years for WMECO.

For the nine months ended September 30, 2012 and 2011, additional tax benefits totaling $3.9 million and $1.4 million, respectively, increased cash flows from financing activities.

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Stock Options:  Awards are available for grant under the NU Incentive Plan and the NSTAR 2007 Long-Term Incentive Plan.  Options currently outstanding expire ten years from the date of grant and the fair value of each stock option grant was estimated using the Black-Scholes option pricing model.  The weighted average remaining contractual lives for the options outstanding as of September 30, 2012 is 4.4 years.  A summary of stock option transactions is as follows:

			Exercise Price Per Share
						Weighted		Intrinsic Value
	Options		Range			Average		(Millions)
Outstanding and Exercisable as of December 31, 2011		47,374	$ 18.58	-	$ 18.90	$	18.78
Converted NSTAR options upon merger		2,664,894				$	23.99	$	34.1
Exercised		(405,551)				$	23.74	$	5.3
Forfeited and cancelled		-
Outstanding and Exercisable as of September 30, 2012		2,306,717	$ 18.45	-	$ 28.12	$	23.92	$	34.0

Cash received for options exercised during the nine months ended September 30, 2012 totaled $9.6 million.  The tax benefit realized from stock options exercised totaled $2.1 million for the nine months ended September 30, 2012.  

Employee Share Purchase Plan:  NU maintains an ESPP for eligible employees, which allows for NU common shares to be purchased by employees at the end of successive six-month offering periods at 95 percent of the closing market price on the last day of each six-month period.  Employees are permitted to purchase shares having a value not exceeding 25 percent of their compensation as of the beginning of the offering period up to a limit of $25,000 per annum.  The ESPP qualifies as a non-compensatory plan under accounting guidance for share-based payments, and no compensation expense is recorded for ESPP purchases.   

During 2012, employees purchased 39,422 shares at discounted prices of $33.01 and $37.89.  Employees purchased 35,476 shares in 2011 at discounted prices of $31.27 and $32.30.  As of September 30, 2012 and December 31, 2011, 857,280 and 896,702 shares, respectively, remained available for future issuance under the ESPP.

An income tax rate of 40 percent is used to estimate the tax effect on total share-based payments determined under the fair value-based method for all awards.  The Company generally settles stock option exercises and fully vested RSUs and performance shares with the issuance of new common shares.

10.

COMMITMENTS AND CONTINGENCIES

A.

Environmental Matters

General:  NU, CL&P, NSTAR Electric, PSNH and WMECO are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment.  These laws and regulations require the removal or the remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current and former operating sites.  NU, CL&P, NSTAR Electric, PSNH and WMECO have an active environmental auditing and training program and believe that they are substantially in compliance with all enacted laws and regulations.

The number of environmental sites and reserves related to these sites for which remediation or long-term monitoring, preliminary site work or site assessment are being performed are as follows:

	As of September 30, 2012				As of December 31, 2011
			Reserve				Reserve
	Number of Sites		(in millions)		Number of Sites		(in millions)
NU		83	$	38.6		59	$	31.7
CL&P		18		3.2		18		2.9
NSTAR Electric (1)		14		1.4		13		1.3
PSNH		19		5.2		18		6.6
WMECO		10		0.4		10		0.3

⁽¹⁾

The NSTAR Electric reserve balance and number of sites are not included in the NU consolidated balance as of December 31, 2011.

Included in the number of sites and reserve amounts above are former MGP sites that were operated several decades ago and manufactured gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment. The reserve balance for NU related to these former MGP sites was $34.2 million and $28.9 million as of September 30, 2012 and December 31, 2011, respectively, and relates primarily to the natural gas business segment.

HWP:  HWP, a subsidiary of NU, continues to investigate the potential need for additional remediation at a river site in Massachusetts containing tar deposits associated with an MGP site that HWP sold to HG&E, a municipal utility, dating back to 1902.  HWP shares responsibility for site remediation with HG&E and has conducted substantial investigative and remediation activities.  The cumulative expense recorded to the reserve for this site since 1994 through September 30, 2012 was $19.5 million, of which $17.4 million had been spent, leaving $2.1 million in the reserve as of September 30, 2012.  There were no charges to the reserve for the three or nine months ended September 30, 2012 or 2011.  HWP's share of the costs related to this site is not recoverable from customers.

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The $2.1 million reserve balance as of September 30, 2012 represents estimated costs that HWP considers probable over the remaining life of the project, including testing and related costs in the near term and field activities to be agreed upon with the MA DEP, further studies and long-term monitoring that are expected to be required by the MA DEP, and certain soft tar remediation activities.  Various factors could affect management's estimates and require an increase to the reserve, which would be reflected as a charge to Net Income.  Although a material increase to the reserve is not presently anticipated, management cannot reasonably estimate potential additional investigation or remediation costs because these costs would depend on, among other things, the nature, extent and timing of additional investigation and remediation that may be required by the MA DEP.     

B.

Long-Term Contractual Arrangements

For information regarding long-term contractual obligations as of December 31, 2011, see Note 12B, "Commitments and Contingencies – Long-Term Contractual Arrangements," of the NU 2011 Form 10-K, Note P, "Commitments and Contingencies," of the NSTAR 2011 Form 10-K and Note K, "Commitments and Contingencies," of the NSTAR Electric 2011 Form 10-K.

Estimated Future Annual Costs:  As a result of the merger, the NU estimated future annual costs of significant long-term contractual arrangements as of September 30, 2012 now incorporate commitments for NSTAR, which are as follows:

	October - December
(Millions of Dollars)	2012		2013		2014		2015		2016		Thereafter		Totals
Supply/Stranded Cost Contracts/Obligations	$	8.1	$	28.7	$	33.0	$	32.9	$	12.6	$	7.1	$	122.4
Renewable Energy Supply Contracts		16.8		87.3		86.6		87.9		52.1		252.8		583.5
Transmission Support Commitments		1.0		3.7		3.6		3.5		-		-		11.8
Natural Gas Procurement Contracts		54.3		54.0		47.5		24.7		21.6		78.5		280.6
Future Minimum Operating Lease Payments		3.2		11.5		8.4		7.3		5.7		12.2		48.3
Electric Interconnection Agreement		0.9		3.4		3.4		3.4		3.3		41.1		55.5
Totals	$	84.3	$	188.6	$	182.5	$	159.7	$	95.3	$	391.7	$	1,102.1

Merger-Related Commitments:  The preceding table does not include the commitments made in connection with the Connecticut and Massachusetts settlement agreements, including NSTAR Electric's commitment to enter into a 15-year agreement to purchase 129 MW of renewable energy from a wind facility to be constructed off shore.  

C.

Deferred Contractual Obligations

CL&P, NSTAR Electric, PSNH and WMECO have decommissioning and plant closure cost obligations to the Yankee Companies, which have each completed the physical decommissioning of their respective nuclear facilities and are now engaged in the long-term storage of their spent fuel.  The Yankee Companies collect decommissioning and closure costs through wholesale, FERC-approved rates charged under power purchase agreements with several New England utilities, including CL&P, NSTAR Electric, PSNH and WMECO.  These companies in turn recover these costs from their customers through state regulatory commission-approved retail rates.  

CL&P, NSTAR Electric, PSNH and WMECO's percentage share of the obligations to support the Yankee Companies under FERC-approved rate tariffs is the same as their respective ownership percentages in the Yankee Companies.  

The Yankee Companies are currently collecting amounts that management believes are adequate to recover the remaining decommissioning and closure cost estimates for the respective plants.  Management believes CL&P, NSTAR Electric and WMECO will recover their shares of these decommissioning and closure obligations from their customers.  PSNH has already recovered its share of these costs from its customers.

Spent Nuclear Fuel Litigation:

DOE Phase I Damages - In 1998, CYAPC, YAEC and MYAPC (Yankee Companies) filed separate complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal by January 31, 1998 pursuant to the terms of the 1983 spent fuel and high level waste disposal contracts between the Yankee Companies and the DOE (DOE Phase I Damages).  In a ruling released on October 4, 2006, the Court of Federal Claims held that the DOE was liable for damages to CYAPC for $34.2 million through 2001, YAEC for $32.9 million through 2001 and MYAPC for $75.8 million through 2002.  

In December 2006, the DOE appealed the ruling, and the Yankee Companies filed cross-appeals.  The Court of Appeals issued its decision on August 7, 2008, effectively agreeing with the trial court's findings as to the liability of the DOE but disagreeing with the method that the trial court used to calculate damages.  The Court of Appeals vacated the decision and remanded the case for new findings consistent with its decision.  

On September 7, 2010, the trial court issued its decision following remand, and judgment on the decision was entered on September 9, 2010.  The judgment awarded CYAPC $39.7 million, YAEC $21.2 million and MYAPC $81.7 million.  The DOE filed an appeal and the Yankee Companies cross-appealed on November 8, 2010.  Briefs were filed and oral arguments in the appeal of the remanded case occurred on November 7, 2011.  On May 18, 2012, the U.S. Court of Appeals for the Federal Circuit issued a unanimous panel decision in favor of the Yankee Companies upholding the trial court's awards to each company in the remanded cases, and increasing YAEC damages by approximately $17 million to cover certain wet pool operating expenses.  On August 1, 2012, the DOE filed a petition asking the U.S. Court of Appeals for the Federal Circuit to reconsider its unanimous panel decision in favor of the Yankee Companies upholding the trial court's awards to each company in the remanded cases.  On September 5, 2012, the U.S. Court of Appeals for the

41

Federal Circuit denied the DOE’s petition.  As a result, the decision becomes final and non-appealable unless, within 90 days, the DOE files a petition for certiorari with the U.S. Supreme Court.  Interest on the judgments does not start to accrue until all appeals have been decided and/or all appeal periods have expired without appeals being filed.  The application of any damages, which are ultimately recovered to benefit customers, is established in the Yankee Companies' FERC-approved rate settlement agreements, although implementation will be subject to the final determination of the FERC.

DOE Phase II Damages - In December 2007, the Yankee Companies also filed subsequent lawsuits against the DOE seeking recovery of additional damages incurred in the years following 2001 and 2002 related to the alleged failure of the DOE to provide for a permanent facility to store spent nuclear fuel generated in years after 2001 for CYAPC and YAEC and after 2002 for MYAPC (DOE Phase II Damages).  On November 18, 2011, the court ordered the record closed in the YAEC case, and closed the record in the CYAPC and MYAPC cases subject to a limited opportunity of the DOE to reopen the records for further limited proceedings.  The record is now closed, all post-trial briefing has been completed, and the case is awaiting the court decision.  

The refund to CL&P, NSTAR Electric, PSNH and WMECO of any damages that may be recovered from the DOE will be realized through the Yankee Companies' FERC-approved rate settlement agreements, subject to final determination of the FERC.  CL&P, NSTAR Electric, PSNH and WMECO cannot at this time determine the timing or amount of any ultimate recovery the Yankee Companies may obtain from the DOE on this matter.  However, NU believes that any net settlement proceeds it receives would be incorporated into FERC-approved recoveries, which would be passed on to its customers through reduced charges.

D.

Guarantees and Indemnifications

NU parent, or NSTAR LLC, as applicable, provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, in the form of guarantees in the normal course of business.  

NU provided guarantees and various indemnifications on behalf of external parties as a result of the sales of former subsidiaries of NU Enterprises, with maximum exposures either not specified or not material.  

NU also issued a guaranty for the benefit of Hydro Renewable Energy under which, beginning at the time the Northern Pass Transmission line goes into commercial operation, NU will guarantee the financial obligations of NPT under the TSA in an amount not to exceed $25 million.  NU's obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations.  

Management does not anticipate a material impact to Net Income to result from these various guarantees and indemnifications.  

The following table summarizes NU's guarantees of its subsidiaries, including CL&P, NSTAR Electric, PSNH, and WMECO, as of September 30, 2012:  

		Maximum
		Exposure
Subsidiary	Description	(in millions)			Expiration Dates
					October 2012 -
Various	Surety Bonds	$	33.2			November 2015 (1)
Various	NE Hydro Companies' Long-Term Debt	$	6.1			Unspecified
NUSCO and RRR	Lease Payments for Vehicles and Real Estate	$	21		2019 and 2024
NU Enterprises	Surety Bonds, Insurance Bonds and Performance Guarantees	$	111.2	(2)	(2)

⁽¹⁾

Surety bond expiration dates reflect bond termination dates, the majority of which will be renewed or extended.  

⁽²⁾

The maximum exposure includes $40.3 million related to performance guarantees on wholesale purchase contracts, which expire in 2013. The maximum exposure also includes $14 million related to a performance guarantee for which no maximum exposure is specified in the agreement.  The maximum exposure was calculated as of September 30, 2012 based on limits of the liability contained in the underlying service contract and assumes that NU Enterprises will perform under that contract through its expiration in 2020.  Also included in the maximum exposure is $1.2 million related to insurance bonds with no expiration date that are billed annually on their anniversary date.  The remaining $55.7 million of maximum exposure relates to surety bonds covering ongoing projects, which expire upon project completion.

Many of the underlying contracts that NU parent guarantees, as well as certain surety bonds, contain credit ratings triggers that would require NU parent to post collateral in the event that the unsecured debt credit ratings of NU, or NSTAR LLC, as applicable, are downgraded below investment grade.  

E.

FERC Base ROE Complaint

On September 30, 2011, several New England state attorneys general, state regulatory commissions, consumer advocates and other parties filed a joint complaint with the FERC under Sections 206 and 306 of the Federal Power Act alleging that the base ROE used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by New England transmission owners, including CL&P, NSTAR Electric, PSNH and WMECO, is unjust and unreasonable.  The complainants asserted that the current 11.14 percent rate, which became effective in 2006, is excessive due to changes in the capital markets and are seeking an order to

42

reduce the rate, effective September 30, 2011.  In response, the New England transmission owners filed testimony and analysis based on standard FERC methodology and precedent, demonstrating that the base ROE of 11.14 percent remained just and reasonable.

On May 3, 2012, the FERC issued an order establishing hearing and settlement procedures for the complaint.  The settlement proceedings were subsequently terminated, as the parties had reached an impasse in their efforts to reach a settlement.  In August 2012, the FERC trial judge assigned to the complaint established a schedule for the trial phase of the proceedings.  Complainant testimony was filed on October 1, 2012, which supported a base ROE of 9 percent.  Additional testimony was filed on October 1, 2012 by a group of Massachusetts municipal electric companies, which recommended a base ROE of 8.2 percent.  The New England Transmission owners are scheduled to file their testimony on November 20, 2012.  Hearings are scheduled for May 2013 and a trial judge’s recommended decision is due in September 2013.  A decision from FERC commissioners is expected in 2014.  Changes, if any, to the NU transmission companies’ base ROE would be retroactive to October 1, 2011.  

F.

DPU Safety and Reliability Programs - CPSL (NSTAR Electric)

NSTAR Electric recovers incremental costs related to the Double Pole Inspection Program, Replacement/Restoration and Transfer Program and the Underground Electric Safety Program, which includes stray-voltage remediation, manhole inspections, repairs, and upgrades, in accordance with this DPU approved program.  Recovery of these CPSL costs is subject to review and approval by the DPU through a rate-reconciling mechanism.  From 2006 through September 2012, cumulative costs associated with the CPSL program have resulted in an incremental revenue requirement to customers of approximately $95 million.  These amounts include incremental operations and maintenance costs and the related revenue requirement for specific capital investment relative to the CPSL programs.

On May 28, 2010, the DPU issued an order on NSTAR Electric’s 2006 CPSL cost recovery filing (the May 2010 Order).  The May 2010 Order is the basis that NSTAR Electric uses for recognizing revenue for the CPSL programs.  On October 8, 2010, NSTAR Electric submitted a Compliance Filing with the DPU reconciling the cumulative CPSL program activity for the periods 2006 through 2009 in order to determine a proposed rate adjustment effective on January 1, 2011.  The DPU allowed the proposed rates for the CPSL programs to go into effect on that date, subject to final reconciliation of CPSL program costs through a future DPU proceeding.   

NSTAR Electric cannot predict the timing of any subsequent DPU order related to its CPSL filings for the period 2006 through 2009, or any period thereafter.  Therefore, NSTAR Electric continues to record its revenues under the CPSL programs based on the May 2010 Order.  Should any subsequent DPU order be different than the conclusion of the May 2010 Order it could have a material impact on NSTAR Electric’s results of operations, financial position and cash flows.

The comprehensive settlement agreement with the Massachusetts Attorney General stipulates a revenue requirement of up to $15 million per year for 2012 through 2015 in order to continue these programs.  CPSL revenues will end once NSTAR Electric has recovered its 2015-related CPSL costs.  Realization of these revenues is subject to maintaining certain performance metrics and DPU approval.

G.

Basic Service Bad Debt Adder (NSTAR Electric)

In accordance with a generic DPU order, electric utilities in Massachusetts recover the energy-related portion of bad debt costs in their Basic Service rates.  On February 7, 2007, NSTAR Electric filed its 2006 Basic Service reconciliation with the DPU proposing an adjustment related to the increase of its Basic Service bad debt charge-offs.  On June 28, 2007, the DPU issued an order approving the implementation of a revised Basic Service rate.  However, the DPU instructed NSTAR Electric to reduce distribution rates by an amount equal to the increase in its Basic Service bad debt charge-offs.  This adjustment to NSTAR Electric’s distribution rates would eliminate the fully reconciling nature of the Basic Service bad debt adder.

NSTAR Electric deferred the unrecovered costs associated with energy-related bad debt as a regulatory asset, which totaled approximately $34 million as of December 31, 2011, as NSTAR Electric had concluded that these costs were probable of recovery in future rates.  On June 18, 2010, NSTAR Electric filed an appeal of the DPU’s order with the SJC, which was heard by the SJC in December 2011.  On April 11, 2012, the SJC issued a procedural order waiving its standing 130-day rule for issuance of an order on the matter.  Due to the delay, NSTAR Electric concluded that while an ultimate outcome on the matter in its favor remained "more likely than not," it could no longer be deemed "probable."  As a result, as of March 31, 2012, NSTAR Electric recognized a reserve of $28 million ($17 million after-tax) as a charge to Operations and Maintenance in the first quarter of 2012 to reserve the related regulatory asset on its balance sheet.

On June 4, 2012, the SJC vacated the DPU's June 28, 2007 order and remanded the matter to the DPU for a "statement of reasons, including subsidiary findings, of its conclusion of law and relevant facts."  The continued uncertainty of the outcome of the DPU’s proceeding leaves NU and NSTAR Electric unable to conclude that it is probable that the previously reserved amount will ultimately be recovered and therefore will continue to maintain a reserve on this amount until the ultimate outcome is determined by the DPU.

43

11.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each of the following financial instruments:

Preferred Stock, Long-Term Debt and Rate Reduction Bonds:  The fair value of CL&P's and NSTAR Electric’s preferred stock is based upon pricing models that incorporate interest rates and other market factors, valuations or trades of similar securities and cash flow projections.  The fair value of fixed-rate long-term debt securities and RRBs is based upon pricing models that incorporate quoted market prices for those issues or similar issues adjusted for market conditions, credit ratings of the respective companies and treasury benchmark yields.  Adjustable rate securities are assumed to have a fair value equal to their carrying value.  The fair values provided in the tables below are classified as Level 2 within the fair value hierarchy.  Carrying amounts and estimated fair values are as follows:

		As of September 30, 2012				As of December 31, 2011
		NU				NU
		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	155.6	$	154.0	$	116.2	$	105.1
Long-Term Debt			7,612.3		8,378.5		4,950.7		5,517.0
Rate Reduction Bonds			101.3		103.0		112.3		116.8

		As of September 30, 2012
		CL&P				NSTAR Electric				PSNH				WMECO
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	116.2	$	112.0	$	43.0	$	42.0	$	-	$	-	$	-	$	-
Long-Term Debt			2,584.2		3,063.0		1,603.6		1,846.4		997.9		1,098.0		499.7		564.3
Rate Reduction Bonds			-		-		43.5		44.3		44.1		44.6		13.8		14.0
		As of December 31, 2011
		CL&P				NSTAR Electric(1)				PSNH				WMECO
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	116.2	$	105.1	$	43.0	$	41.2	$	-	$	-	$	-	$	-
Long-Term Debt			2,587.8		2,987.1		1,605.1		1,816.1		999.5		1,075.2		501.1		539.8
Rate Reduction Bonds			-		-		127.9		131.2		85.4		88.8		26.9		28.1

⁽¹⁾

NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

Derivative Instruments:  NU, including CL&P, NSTAR Electric, PSNH and WMECO, holds various derivative instruments that are carried at fair value.  For further information, see Note 5, "Derivative Instruments," to the unaudited condensed consolidated financial statements.  

Other Financial Instruments:  Investments in marketable securities are carried at fair value on the accompanying unaudited condensed consolidated balance sheets.  For further information, see Note 1E, "Summary of Significant Accounting Policies - Fair Value Measurements," and Note 6, "Marketable Securities."

The carrying value of other financial instruments included in current assets and current liabilities, including cash and cash equivalents and special deposits, approximates their fair value due to the short-term nature of these instruments.

12.

COMMON SHARES

The following table sets forth the NU common shares and the shares of CL&P, NSTAR Electric, PSNH and WMECO common stock authorized and issued as of September 30, 2012 and December 31, 2011 and the respective par values:  

	Shares
	Authorized				Issued
	Per Share		As of September 30, 2012
	Par Value		and December 31, 2011		As of September 30, 2012		As of December 31, 2011
NU	$	5		380,000,000		332,471,514		196,052,770
CL&P	$	10		24,500,000		6,035,205		6,035,205
NSTAR Electric	$	1		100,000,000		100		100
PSNH	$	1		100,000,000		301		301
WMECO	$	25		1,072,471		434,653		434,653

As a result of the merger with NSTAR on April 10, 2012, NU issued approximately 136 million common shares to the NSTAR shareholders.

As of September 30, 2012 and December 31, 2011, 18,568,240 and 18,894,078 NU common shares were held as treasury shares, respectively.

44

13.

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (NU)

A summary of the changes in Common Shareholders' Equity and Noncontrolling Interests of NU is as follows:

		For the Three Months Ended
		September 30, 2012								September 30, 2011
								Noncontrolling								Noncontrolling
		Common						Interest -		Common						Interest -
		Shareholders'		Noncontrolling		Total		Preferred Stock		Shareholders'		Noncontrolling		Total		Preferred Stock
(Millions of Dollars)		Equity		Interest		Equity		of Subsidiaries		Equity		Interest		Equity		of Subsidiaries
Balance as of Beginning
	of Period	$	9,067.6	$	-	$	9,067.6	$	155.6	$	3,915.1	$	1.8	$	3,916.9	$	116.2
Net Income			209.5		-		209.5		-		91.4		-		91.4		-
Dividends on Common Shares			(107.6)		-		(107.6)		-		(48.9)		-		(48.9)		-
Dividends on Preferred Stock			(1.9)		-		(1.9)		(1.9)		(1.4)		-		(1.4)		(1.4)
Issuance of Common Shares			0.8		-		0.8		-		0.9		-		0.9		-
Contributions to NPT			-		-		-		-		-		0.6		0.6		-
Other Transactions, Net			6.3		-		6.3		-		8.5		-		8.5		-
Net Income Attributable to
	Noncontrolling Interests		-		-		-		1.9		-		0.1		0.1		1.4
Other Comprehensive
Income/(Loss)			2.2		-		2.2		-		(9.4)		-		(9.4)		-
Balance as of End of Period		$	9,176.9	$	-	$	9,176.9	$	155.6	$	3,956.2	$	2.5	$	3,958.7	$	116.2
		For the Nine Months Ended
		September 30, 2012								September 30, 2011
								Noncontrolling								Noncontrolling
		Common						Interest -		Common						Interest -
		Shareholders'		Noncontrolling		Total		Preferred Stock		Shareholders'		Noncontrolling		Total		Preferred Stock
(Millions of Dollars)		Equity		Interest		Equity		of Subsidiaries		Equity		Interest		Equity		of Subsidiaries
Balance as of Beginning
	of Period		4,012.7		3.0		4,015.7		116.2		3,811.2		1.5		3,812.7		116.2
Net Income			356.5		-		356.5		-		285.7		-		285.7		-
Purchase Price of NSTAR (1)			5,038.3		-		5,038.3		-		-		-		-		-
Other Impacts of Merger with
	NSTAR (2)		3.4		(3.4)		-		39.4		-		-		-		-
Dividends on Common Shares			(267.8)		-		(267.8)		-		(146.6)		-		(146.6)		-
Dividends on Preferred Stock			(5.1)		-		(5.1)		(5.1)		(4.2)		-		(4.2)		(4.2)
Issuance of Common Shares			12.2		-		12.2		-		5.1		-		5.1		-
Contributions to NPT			-		0.3		0.3		-		-		0.9		0.9		-
Other Transactions, Net			20.3		-		20.3		-		16.8		-		16.8		-
Net Income Attributable to
	Noncontrolling Interests		(0.1)		0.1		-		5.1		-		0.1		0.1		4.2
Other Comprehensive
Income/(Loss)			6.5		-		6.5		-		(11.8)		-		(11.8)		-
Balance as of End of Period			9,176.9		-		9,176.9		155.6		3,956.2		2.5		3,958.7		116.2

⁽¹⁾

On April 10, 2012, in connection with the consummation of the merger with NSTAR, NU issued approximately 136 million common shares to the NSTAR shareholders.  See Note 2, "Merger of NU and NSTAR," for further information.

⁽²⁾

The preferred stock of NSTAR Electric is not subject to mandatory redemption and has been presented as a noncontrolling interest in NSTAR Electric in the accompanying unaudited condensed consolidated financial statements of NU.  In addition, upon completion of the merger, an NSTAR subsidiary that held 25 percent of NPT was merged into NUTV, resulting in NUTV owning 100 percent of NPT.  Accordingly, the noncontrolling interest balance was eliminated and 100 percent ownership of NPT is reflected in Common Shareholders' Equity as of September 30, 2012.  

For the three and nine months ended September 30, 2012, there was no change in NU parent's 100 percent ownership of the common equity of CL&P.

14.

EARNINGS PER SHARE (NU)

Basic EPS is computed based upon the weighted average number of common shares outstanding during each period.  Diluted EPS is computed on the basis of the weighted average number of common shares outstanding plus the potential dilutive effect if certain securities are converted into common shares.  For the nine months ended September 30, 2012, there were 5,688 share awards excluded from the computation as these awards were antidilutive. There were no antidilutive share awards outstanding for the three months ended September 30, 2012 or for the three and nine months ended September 30, 2011.  

45

The following table sets forth the components of basic and diluted EPS:
		For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars, except share information)		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Net Income Attributable to Controlling Interest		$	207.6	$	90.0	$	351.2	$	281.4
Weighted Average Common Shares Outstanding:
	Basic		314,806,441		177,497,862		264,636,636		177,344,481
	Dilutive Effect		999,355		337,486		716,741		303,213
	Diluted		315,805,796		177,835,348		265,353,377		177,647,694
Basic EPS		$	0.66	$	0.51	$	1.33	$	1.59
Diluted EPS		$	0.66	$	0.51	$	1.32	$	1.58

On April 10, 2012, NU issued approximately 136 million common shares as a result of the merger with NSTAR, which are reflected in weighted average common shares outstanding as of September 30, 2012.

RSUs and performance shares are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied.  The dilutive effect of unvested RSUs and performance shares is calculated using the treasury stock method.  Assumed proceeds of the units under the treasury stock method consist of the remaining compensation cost to be recognized and a theoretical tax benefit.  The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the units (the difference between the market value of the average units outstanding for the period, using the average market price during the period, and the grant date market value).  

The dilutive effect of stock options to purchase common shares is also calculated using the treasury stock method.  Assumed proceeds for stock options consist of cash proceeds that would be received upon exercise, and a theoretical tax benefit.  The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the stock options (the difference between the market value of the average stock options outstanding for the period, using the average market price during the period, and the exercise price).  

15.

SEGMENT INFORMATION (NU)

Presentation:  NU is organized between the Regulated companies' segments and Other operations based on a combination of factors, including the characteristics of each business' products and services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates.  

The Regulated companies' segments include the electric distribution segment, the natural gas distribution segment and the electric transmission segment.  The electric distribution segment includes the generation activities of PSNH and WMECO.  The Regulated companies' segments represented substantially all of NU's total consolidated revenues for the three and nine month periods ended September 30, 2012 and 2011.  Regulated companies' revenues from the sale of electricity and natural gas primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer.

Other operations in the tables below primarily consists of 1) the equity in earnings of NU parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest income and expense related to the cash and debt of NU parent and NSTAR LLC, respectively, 2) the revenues and expenses of NU's service companies, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, and 4) the results of other subsidiaries, which are comprised of NU Enterprises, NSTAR Communications, Inc., RRR (a real estate subsidiary), the non-energy-related subsidiaries of Yankee and the remaining operations of HWP.  

Cash flows used for investments in plant included in the segment information below are cash capital expenditures that do not include amounts incurred but not paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension and PBOP expense or income.

As discussed in Note 1A, "Summary of Significant Accounting Policies – Basis of Presentation," certain reclassifications of prior period data were made in the accompanying unaudited condensed consolidated statements of income for NU.  Accordingly, the corresponding items of segment information have been recast for all prior periods for comparative purposes.  

Effective in the third quarter of 2012, NU's reportable segments are the combined Electric Distribution, Electric Transmission and Natural Gas Distribution segments, based upon the level at which NU's chief operating decision maker assesses performance and makes decisions about the allocation of company resources.  Each of NU's subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, has one reportable segment.  Therefore, separate Transmission and Distribution information is no longer disclosed for CL&P, PSNH or WMECO.  NU's operating segments and reporting units are consistent with its reportable business segments.

46

NU's segment information for the three and nine months ended September 30, 2012 and 2011 is as follows:  

		For the Three Months Ended September 30, 2012
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	1,483.7	$	91.3	$	235.6	$	219.5	$	(168.6)	$	1,861.5
Depreciation and Amortization			(172.6)		(12.6)		(29.7)		(17.5)		1.1		(231.3)
Other Operating Expenses			(1,027.4)		(77.2)		(66.3)		(216.8)		170.4		(1,217.3)
Operating Income/(Loss)			283.7		1.5		139.6		(14.8)		2.9		412.9
Interest Expense			(45.5)		(8.7)		(26.1)		(12.2)		2.1		(90.4)
Interest Income			(0.3)		-		0.1		2.2		(2.1)		(0.1)
Other Income, Net			2.6		0.2		1.9		324.9		(325.1)		4.5
Income Tax (Expense)/Benefit			(88.8)		2.6		(43.7)		13.8		(1.3)		(117.4)
Net Income/(Loss)			151.7		(4.4)		71.8		313.9		(323.5)		209.5
Net Income Attributable
	to Noncontrolling Interests		(1.2)		-		(0.7)		-		-		(1.9)
Net Income/(Loss) Attributable
	to Controlling Interest	$	150.5	$	(4.4)	$	71.1	$	313.9	$	(323.5)	$	207.6

		For the Nine Months Ended September 30, 2012
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	3,499.7	$	361.5	$	627.2	$	582.9	$	(481.5)	$	4,589.8
Depreciation and Amortization			(398.1)		(32.7)		(79.5)		(39.1)		2.6		(546.8)
Other Operating Expenses			(2,654.4)		(292.9)		(179.5)		(614.5)		485.1		(3,256.2)
Operating Income/(Loss)			447.2		35.9		368.2		(70.7)		6.2		786.8
Interest Expense			(123.4)		(22.9)		(71.9)		(32.7)		5.0		(245.9)
Interest Income			1.8		-		0.4		4.8		(4.8)		2.2
Other Income, Net			6.9		0.3		5.8		565.3		(565.5)		12.8
Income Tax (Expense)/Benefit			(117.2)		(5.0)		(119.3)		44.9		(2.8)		(199.4)
Net Income			215.3		8.3		183.2		511.6		(561.9)		356.5
Net Income Attributable
	to Noncontrolling Interests		(3.2)		-		(2.1)		-		-		(5.3)
Net Income Attributable
	to Controlling Interest	$	212.1	$	8.3	$	181.1	$	511.6	$	(561.9)	$	351.2
Cash Flows Used for
	Investments in Plant	$	461.3	$	105.9	$	476.0	$	38.6	$	-	$	1,081.8

		For the Three Months Ended September 30, 2011
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	878.6	$	59.6	$	159.1	$	142.3	$	(124.7)	$	1,114.9
Depreciation and Amortization			(98.7)		(7.2)		(19.5)		(4.4)		0.8		(129.0)
Other Operating Expenses			(666.8)		(52.3)		(46.7)		(135.7)		119.4		(782.1)
Operating Income			113.1		0.1		92.9		2.2		(4.5)		203.8
Interest Expense			(30.3)		(5.3)		(21.3)		(8.1)		1.1		(63.9)
Interest Income			0.9		-		0.1		1.3		(1.3)		1.0
Other Income/(Loss), Net			0.6		0.4		(1.1)		86.3		(85.8)		0.4
Income Tax (Expense)/Benefit			(25.5)		1.8		(28.5)		4.1		(1.8)		(49.9)
Net Income/(Loss)			58.8		(3.0)		42.1		85.8		(92.3)		91.4
Net Income Attributable
	to Noncontrolling Interests		(0.8)		-		(0.6)		-		-		(1.4)
Net Income/(Loss) Attributable
	to Controlling Interest	$	58.0	$	(3.0)	$	41.5	$	85.8	$	(92.3)	$	90.0

47

		For the Nine Months Ended September 30, 2011
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	2,564.7	$	318.1	$	469.4	$	403.5	$	(358.1)	$	3,397.6
Depreciation and Amortization			(266.3)		(20.2)		(64.3)		(12.7)		2.1		(361.4)
Other Operating Expenses			(1,993.1)		(251.5)		(139.2)		(397.4)		354.3		(2,426.9)
Operating Income/(Loss)			305.3		46.4		265.9		(6.6)		(1.7)		609.3
Interest Expense			(90.9)		(15.6)		(56.6)		(25.3)		3.7		(184.7)
Interest Income			2.7		-		0.4		4.0		(4.0)		3.1
Other Income, Net			7.1		1.2		7.0		321.2		(320.6)		15.9
Income Tax (Expense)/Benefit			(69.0)		(11.3)		(86.4)		11.9		(3.1)		(157.9)
Net Income			155.2		20.7		130.3		305.2		(325.7)		285.7
Net Income Attributable
	to Noncontrolling Interests		(2.4)		-		(1.9)		-		-		(4.3)
Net Income Attributable
	to Controlling Interest	$	152.8	$	20.7	$	128.4	$	305.2	$	(325.7)	$	281.4
Cash Flows Used for
	Investments in Plant	$	385.0	$	73.6	$	254.2	$	36.3	$	-	$	749.1

The following table summarizes NU's segmented total assets:

	Regulated Companies
NU	Distribution
(Millions of Dollars)	Electric		Natural Gas		Transmission		Other		Eliminations		Total
As of September 30, 2012	$	17,576.9	$	2,744.0	$	6,109.3	$	18,396.6	$	(17,069.2)	$	27,757.6
As of December 31, 2011		9,653.1		1,511.3		3,792.9		6,618.0		(5,928.2)		15,647.1

16.

VARIABLE INTEREST ENTITIES

The Company's variable interests outside of the consolidated group are not material and consist of contracts that are required by regulation and provide for regulatory recovery of contract costs and benefits through customer rates.  NU, CL&P and NSTAR Electric hold variable interests in variable interest entities (VIEs) through agreements with certain entities that own single renewable energy or peaking generation power plants and with other independent power producers.  NU, CL&P and NSTAR Electric do not control the activities that are economically significant to these VIEs or provide financial or other support to these VIEs.  Therefore, NU, CL&P and NSTAR Electric do not consolidate any power plant VIEs.

17.

SUBSEQUENT EVENTS

See Note 8, "Long-Term Debt," to the unaudited condensed consolidated financial statements for information regarding October 2012 long-term debt redemptions and issuances.

On October 29, 2012, Hurricane Sandy caused extensive damage to NU’s electric distribution system across all three states.  For further information on Hurricane Sandy’s impact on NU, see Note 3, "Regulatory Accounting," to the unaudited condensed consolidated financial statements.

48

NORTHEAST UTILITIES AND SUBSIDIARIES

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related combined notes included in this combined Quarterly Report on Form 10-Q, the NU First and Second Quarter 2012 Quarterly Reports on Form 10-Q, the NSTAR Electric First Quarter 2012 Quarterly Report on Form 10-Q, the NU 2011 Form 10-K, the NSTAR 2011 Form 10-K, and the NSTAR Electric 2011 Form 10-K.  References in this Form 10-Q to "NU," the "Company," "we," "us" and "our" refer to Northeast Utilities and its consolidated subsidiaries, including NSTAR LLC and its subsidiaries for periods after April 10, 2012.  All per share amounts are reported on a diluted basis.  

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations.  

The only common equity securities that are publicly traded are common shares of NU.  The earnings and EPS of each business discussed below do not represent a direct legal interest in the assets and liabilities allocated to such business but rather represent a direct interest in our assets and liabilities as a whole.  EPS by business is a financial measure not recognized under GAAP that is calculated by dividing the Net Income Attributable to Controlling Interest of each business by the weighted average diluted NU common shares outstanding for the period.  The discussion below also includes non-GAAP financial measures referencing our third quarter and first nine months of 2012 and 2011 earnings and EPS excluding certain impacts related to NU's merger with NSTAR.  We use these non-GAAP financial measures to evaluate and to provide details of earnings results by business and to more fully compare and explain our third quarter and first nine months of 2012 and 2011 results without including the impact of the non-recurring merger and related settlement costs.  Due to the nature and significance of these items on Net Income Attributable to Controlling Interest, we believe that the non-GAAP presentation is more representative of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance by business.  These non-GAAP financial measures should not be considered as an alternative to reported Net Income Attributable to Controlling Interest or EPS determined in accordance with GAAP as an indicator of operating performance.

Reconciliations of the above non-GAAP financial measures to the most directly comparable GAAP measures of consolidated diluted EPS and Net Income Attributable to Controlling Interest are included under "Financial Condition and Business Analysis – Overview – Consolidated" in Management's Discussion and Analysis, herein.  

Forward-Looking Statements:  From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, financial performance or growth and other statements that are not historical facts.  These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions.  Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance.  These expectations, estimates, assumptions or projections may vary materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to:

·

actions or inaction by local, state and federal regulatory and taxing bodies,

·

changes in business and economic conditions, including their impact on interest rates, bad debt expense, and demand for our products and services,

·

changes in weather patterns,

·

changes in laws, regulations or regulatory policy,

·

changes in levels and timing of capital expenditures,

·

disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,

·

developments in legal or public policy doctrines,

·

technological developments,

·

changes in accounting standards and financial reporting regulations,

·

actions of rating agencies,

·

the possibility that expected merger synergies will not be realized or will not be realized within the expected time period, and

·

other presently unknown or unforeseen factors.  

Other risk factors are detailed in NU’s and NSTAR’s reports filed with the SEC and updated as necessary, and we encourage you to consult such disclosures.

All such factors are difficult to predict, contain uncertainties that may materially affect our actual results and are beyond our control.  You should not place undue reliance on the forward-looking statements, each speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking

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statements.  For more information, see Item 1A, Risk Factors, included in this Quarterly Report on Form 10-Q, and in NU’s 2011 Form 10-K, NSTAR’s 2011 Form 10-K, and NSTAR Electric’s 2011 Form 10-K.  This Quarterly Report on Form 10-Q, NU’s 2011 Form 10-K, NSTAR’s 2011 Form 10-K, and NSTAR Electric’s 2011 Form 10-K also describe material contingencies and critical accounting policies and estimates in the accompanying Management's Discussion and Analysis and Combined Notes to Condensed Consolidated Financial Statements.  We encourage you to review these items.

Financial Condition and Business Analysis

Merger with NSTAR:  

On April 10, 2012, NU and NSTAR completed their merger.  Pursuant to the terms and conditions of the Agreement and Plan of Merger, as amended, the "Merger Agreement," NSTAR merged into NSTAR LLC, becoming a wholly-owned subsidiary of NU.  Unless otherwise noted, the results of NSTAR LLC and its subsidiaries, hereinafter referred to as "NSTAR," are included from the date of merger, April 10, 2012, through September 30, 2012 throughout this Management's Discussion and Analysis.

The transaction was structured as a merger of equals in a tax-free exchange of shares.  Pursuant to the Merger Agreement, NU issued to NSTAR shareholders 1.312 NU common shares for each issued and outstanding NSTAR common share.  As a result, NU had approximately 314 million shares outstanding as of April 30, 2012, compared with approximately 178 million shares outstanding as of March 31, 2012.

Executive Summary

The following items in this executive summary are explained in more detail in this Quarterly Report on Form 10-Q:

Results and Outlook:

·

We earned $207.6 million, or $0.66 per share, in the third quarter of 2012, and $351.2 million, or $1.32 per share, in the first nine months of 2012, compared with $90 million, or $0.51 per share, in the third quarter of 2011 and $281.4 million, or $1.58 per share, in the first nine months of 2011.  Excluding after-tax merger-related costs of $12.9 million, or $0.04 per share, we earned $220.5 million, or $0.70 per share, in the third quarter of 2012.  Excluding after-tax merger and related settlement costs of $105.5 million, or $0.40 per share, we earned $456.7 million, or $1.72 per share, in the first nine months of 2012.  The third quarter and first nine months of 2012 earnings improved due primarily to the inclusion of NSTAR effective April 10, 2012 as well as higher transmission segment earnings as a result of increased investments in the transmission infrastructure.  

·

The addition of NSTAR effective April 10, 2012 provided an earnings contribution of $105 million in the third quarter of 2012 and $141 million from April through September 2012.  Due to the timing of the merger closing, NSTAR results for the first three months of 2012 are not reflected in NU’s results for the first nine months of 2012.

·

Our transmission segment earned $71.1 million, or $0.23 per share, in the third quarter of 2012 and $181.1 million, or $0.68 per share, in the first nine months of 2012, compared with $41.5 million, or $0.23 per share, in the third quarter of 2011 and $128.4 million, or $0.72 per share, in the first nine months of 2011.

·

Our electric distribution segment earned $150.5 million, or $0.48 per share, in the third quarter of 2012 and $212.1 million, or $0.80 per share, in the first nine months of 2012, compared with earnings of $58 million, or $0.33 per share, in the third quarter of 2011, and $152.8 million, or $0.86 per share, in the first nine months of 2011.  Third quarter and the first nine months of 2012 results reflect $0.2 million and $51 million, respectively, of after-tax merger and related settlement costs.

·

Our natural gas distribution segment recorded net losses of $4.4 million, or $0.02 per share, in the third quarter of 2012 and earned $8.3 million, or $0.03 per share, in the first nine months of 2012, compared with net losses of $3 million, or $0.02 per share, in the third quarter of 2011 and earnings of $20.7 million, or $0.12 per share, in the first nine months of 2011.  First nine months of 2012 results reflect $2.1 million of after-tax merger and related settlement costs.

·

NU parent and other companies recorded net losses of $9.6 million, or $0.03 per share, in the third quarter of 2012 and $50.3 million, or $0.19 per share, in the first nine months of 2012, compared with net losses of $ 6.5 million, or $0.03 per share, in the third quarter of 2011 and $20.5 million, or $0.12 per share, in the first nine months of 2011.  Third quarter and the first nine months of 2012 results reflect $12.7 million and $52.4 million, respectively, of after-tax merger and related settlement costs.

·

We project capital expenditures of approximately $7 billion from 2012 through 2015, including approximately $1.7 billion in 2012.  Of the $7 billion, we expect to invest approximately $3.5 billion in our electric and natural gas distribution segments, including our generation businesses, and $3.2 billion in our electric transmission segment.  In addition, we project capital expenditures of approximately $1.2 billion from 2016 through 2017 in our electric transmission segment.

Legislative, Regulatory, Policy and Other Items:

·

On August 1, 2012, efforts to settle a complaint filed at FERC by various New England parties concerning the base ROE earned by New England transmission owners ended without a settlement.  Soon thereafter, litigation began before a FERC trial judge.  On October 1, 2012, the complainants filed additional testimony recommending that the base ROE be lowered from the current 11.14

50

percent to 9 percent.  Certain Massachusetts municipal electric companies were admitted late to the case, and filed testimony recommending a base ROE of 8.2 percent.  The trial judge’s ruling is due in September 2013 and a FERC decision is expected in 2014.

·

On August 3, 2012, Massachusetts Governor Patrick signed into law "An Act Relative to Competitively Priced Electricity in the Commonwealth."  The Act (1) requires electric utility companies to file a distribution rate case every five years and natural gas companies every 10 years, limiting those companies to one settlement agreement in a 10-year period, (2) extends the distribution rate case review period to 10 months, and (3) requires all distribution companies to enter into additional cost-effective long-term renewable energy distribution contracts with remuneration of 2.75 percent to each utility company of annual contract payments.  

·

On August 6, 2012, Massachusetts Governor Patrick signed into law "An Act relative to emergency service response of public utility companies" to help improve utility companies’ emergency response and communication.  The Act (1) codifies certain emergency response plan provisions, which require utility companies to submit plans for DPU review and approval, (2) requires that all future financial penalties levied to utilities by the DPU relating to violation of storm and emergency service performance standards will be provided to customers, and (3) requires transmission companies to notify appropriate parties before performing vegetation management activities within a right-of-way.  

·

On October 5, 2012, Connecticut announced a draft comprehensive energy strategy.  The draft includes a series of policy proposals, which aim to expand energy choices, including natural gas, lower utility bills for Connecticut residents and businesses, improve environmental conditions, create clean energy jobs, and enhance the state’s quality of life.  The draft is subject to public comment and is expected to be finalized by the end of 2012.  Many of the recommendations in the draft will require actions by the PURA and potentially the legislature.  

·

On October 29, 2012, Hurricane Sandy caused extensive damage to our electric distribution system across all three states.  We estimate that approximately 1.5 million of our 3.1 million electric distribution customers were without power during or following the storm.  Restoration costs cannot be estimated at this time.  We expect the costs to meet the criteria for specific cost recovery in each state in which we operate and, as a result, we do not expect the storm to have a material impact to our results of operations.

Liquidity:

·

Cash and cash equivalents totaled $73.4 million as of September 30, 2012, compared with $6.6 million as of December 31, 2011, while cash capital expenditures totaled $1.1 billion in the first nine months of 2012, compared with $749.1 million in the first nine months of 2011.  

·

Cash flows provided by operating activities totaled $700.8 million in the first nine months of 2012, compared with $837.2 million in the first nine months of 2011 (amounts are net of RRB payments).  The reduced cash flows were due primarily to $187.7 million of 2012 cash disbursements for storm costs primarily related to Tropical Storm Irene and the October 2011 snowstorm, $187.3 million of 2012 Pension Plan cash contributions, a total of $46 million of bill credits in the second quarter of 2012 to customers of CL&P, NSTAR Electric, NSTAR Gas and WMECO related to the Connecticut and Massachusetts settlement agreements, $27 million in bill credits provided to CL&P residential customers in February 2012 related to the October 2011 snowstorm, and approximately $34 million of transaction cost payments related to the merger.

·

On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million.  The PCRBs carried coupons that ranged from 5.85 percent to 5.95 percent and maturities that ranged from 2016 through 2028.  On October 1, 2012, WMECO redeemed at par $53.8 million of tax-exempt PCRBs.  The PCRBs had a maturity date of 2028 and a coupon of 5.85 percent.  

·

On October 4, 2012, WMECO issued at a premium $150 million of senior unsecured notes at a yield of 2.673 percent that will mature on September 15, 2021.  The senior unsecured notes are part of the same series of WMECO’s existing 3.5 percent coupon Series F Notes that were initially issued in September 2011.  As a result, the aggregate principal amount of WMECO’s outstanding Series F Notes totaled $250 million.  

·

On October 15, 2012, NSTAR Electric issued at a discount $400 million of 2.375 percent Debentures at a yield of 2.406 percent that will mature on October 15, 2022.  The proceeds were used to pay $400 million of 4.875 percent Debentures that matured on October 15, 2012.

·

On November 1, 2012, our Board of Trustees approved a common dividend payment of $0.343 per share, payable December 31, 2012 to shareholders of record as of November 30, 2012.

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Overview

Consolidated:  A summary of our earnings by business, which also reconciles the non-GAAP financial measures of consolidated non-GAAP earnings and EPS, as well as EPS by business, to the most directly comparable GAAP measures of consolidated Net Income Attributable to Controlling Interest and diluted EPS, for the third quarter and first nine months of 2012 and 2011 is as follows:

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars, Except	2012				2011				2012 (1)				2011
Per Share Amounts)	Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share
Net Income Attributable to   Controlling Interest (GAAP)	$	207.6	$	0.66	$	90.0	$	0.51	$	351.2	$	1.32	$	281.4	$	1.58
Regulated Companies	$	217.4	$	0.69	$	96.5	$	0.54	$	454.6	$	1.71	$	301.9	$	1.70
NU Parent and Other Companies		3.1		0.01		(5.9)		(0.03)		2.1		0.01		(10.4)		(0.06)
Non-GAAP Earnings		220.5		0.70		90.6		0.51		456.7		1.72		291.5		1.64
Merger and Related Costs   (after-tax)		(12.9)		(0.04)		(0.6)		-		(105.5)		(0.40)		(10.1)		(0.06)
Net Income Attributable to       Controlling Interest (GAAP)	$	207.6	$	0.66	$	90.0	$	0.51	$	351.2	$	1.32	$	281.4	$	1.58

⁽¹⁾

Results include the operations of NSTAR from the date of merger, April 10, 2012, through September 30, 2012.  

The after-tax merger and related settlement costs for the first nine months of 2012 consisted of the following charges:

·

Transaction and integration-related costs of $33.2 million at NU parent related to investment advisory fees, attorney fees, and consulting costs;

·

Change in control costs and other compensation costs of $12.2 million at NU parent and NSTAR;

·

A $23.6 million charge at CL&P related to the Connecticut settlement agreement, whereby CL&P agreed to forego recovery of $40 million (pre-tax) of the deferred storm costs associated with Tropical Storm Irene and the October 2011 snowstorm;

·

A $14.8 million charge at CL&P for customer bill credits related to the Connecticut settlement agreement;

·

An aggregate of $12.8 million in charges at NSTAR Electric, NSTAR Gas, and WMECO for customer bill credits related to the Massachusetts settlement agreement; and

·

An $8.9 million charge at NU parent for the establishment of a fund to advance Connecticut energy goals related to the Connecticut settlement agreement.

Excluding the impact of merger-related costs, earnings increased by $129.9 million in the third quarter of 2012 due primarily to the inclusion of NSTAR effective April 10, 2012, higher transmission segment earnings as a result of increased investments in the transmission infrastructure, and higher retail electric sales.  On an earnings per share basis, the earnings contribution of $105 million in the third quarter of 2012 from NSTAR was partially offset by the issuance of 136 million common shares to close the merger.  Offsetting these favorable earnings impacts were higher operations and maintenance expenses, including higher pension and healthcare expenses, higher vegetation management costs and storm restoration costs, depreciation, property tax expense, and higher interest expense as a result of new long-term debt issued in September 2011.

Excluding the impact of merger and related settlement costs, earnings increased by $165.2 million in the first nine months of 2012 due primarily to the inclusion of NSTAR effective April 10, 2012 and higher transmission segment earnings.  On an earnings per share basis, the earnings contribution of $141 million from April 2012 through September 2012 from NSTAR was partially offset by the impact of the issuance of 136 million common shares to close the merger.  Offsetting these favorable impacts were lower retail electric and firm natural gas sales due primarily to significantly milder weather in the first quarter of 2012, compared with the same period in 2011, higher pension expense, increased costs in utility system maintenance and vegetation management, and higher interest expense.

Regulated Companies:  Our Regulated companies consist of the electric distribution, natural gas distribution, and transmission segments.  Generation activities of PSNH and WMECO are included in our electric distribution segment.  A summary of our segment earnings for the third quarter and first nine months of 2012 and 2011 is as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		2012		2011
Electric Distribution (1)	$	150.7	$	58.0	$	263.1	$	152.8
Transmission (1)		71.1		41.5		181.1		128.4
Natural Gas Distribution (1)		(4.4)		(3.0)		10.4		20.7
Total Regulated Companies		217.4		96.5		454.6		301.9
Merger and Related Costs (after-tax)		(0.2)		-		(53.1)		-
Net Income – Regulated Companies	$	217.2	$	96.5	$	401.5	$	301.9

⁽¹⁾

Results include the operations of NSTAR Electric and NSTAR Gas from the date of merger, April 10, 2012, through September 30, 2012.

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The higher third quarter and first nine months of 2012 transmission segment earnings as compared to the same periods in 2011 were due primarily to the inclusion of the NSTAR Electric transmission business and increased investments in the transmission infrastructure, including GSRP, which is under construction in western Massachusetts and northern Connecticut.  

Excluding the $0.2 million and $51 million of after-tax merger and related settlement costs in the third quarter and first nine months of 2012, respectively, the higher electric distribution segment earnings in the third quarter and first nine months of 2012 as compared to the same periods in 2011 were due primarily to the addition of the NSTAR Electric distribution business results.  Excluding $0.2 million of after-tax merger-related costs, NSTAR Electric’s distribution business earned $90.4 million in the third quarter of 2012 and excluding $10.8 million of after-tax merger and related settlement costs, primarily related to customer bill credits, NSTAR Electric’s distribution business earned $132.3 million in the second and third quarters of 2012.  For further information regarding NSTAR Electric’s third quarter and first nine months of 2012 earnings, as compared to the same periods in 2011, see "Results of Operations – NSTAR Electric Company and Subsidiaries – Earnings Summary" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Excluding the merger-related costs and the addition in 2012 of NSTAR Electric’s distribution business results, our third quarter 2012 electric distribution segment earnings were $2.3 million higher than the same period of 2011 due primarily to higher retail electric sales at our electric companies, the favorable impact of PSNH’s 2010 distribution rate case decision related to the additional increase to annualized rates that was effective July 1, 2012, and the absence of a $5.3 million pre-tax charge to establish a reserve related to a WMECO wholesale billing adjustment in the third quarter of 2011.  Partially offsetting this increase was higher operation and maintenance expenses, including pension expense, vegetation management and storm restoration costs, and higher income tax expense.

Excluding the merger and related settlement costs and the addition in 2012 of NSTAR Electric’s distribution business results, our first nine months of 2012 electric distribution segment earnings were $22 million lower than the same period of 2011 due primarily to lower retail revenue, which was the result of warmer than normal weather in the first quarter of 2012 as compared to colder than normal weather in the first quarter of 2011.  In addition, our distribution segment had higher pension expense and an increase in system maintenance, higher storm restoration costs and vegetation management costs, higher depreciation and property taxes, and higher income tax expense, partially offset by the absence of a $5.3 million pre-tax charge to establish a reserve related to a WMECO wholesale billing adjustment in the third quarter of 2011 and the favorable impacts of CL&P’s 2010 distribution rate case decision on rates effective July 1, 2011 and PSNH's 2010 distribution rate case decision on rates effective July 1, 2012.  

Excluding the $2.1 million after-tax merger-related costs recognized in the second quarter of 2012 and the addition of NSTAR Gas’ results (losses of $2.3 million and $2.1 million in the third quarter and for the first nine months of 2012, respectively) our natural gas distribution segment earnings were $0.9 million higher and $8.2 million lower in the third quarter of 2012 and for the first nine months of 2012, respectively, when compared to the same periods of 2011.  The third quarter earnings improvement was due primarily to the favorable impacts of the Yankee Gas 2011 rate case decision related to the additional increase to annualized rates that was effective July 1, 2012, partially offset by higher depreciation and property tax expense.  The first nine months of 2012 earnings were lower than the same period of 2011 due primarily to a decrease in total firm natural gas sales, which was primarily the result of warmer than normal weather in the first half of 2012 as compared to the first half of 2011, and higher depreciation and property tax expense.  These costs were partially offset by lower operations and maintenance costs as well as the favorable impacts of the Yankee Gas 2011 rate case decision related to the additional increase to annualized rates that was effective July 1, 2012.

A summary of our retail electric GWh sales and percentage changes, as well as changes in CL&P, NSTAR Electric, PSNH and WMECO retail electric GWh sales, and our firm natural gas sales and percentage changes in million cubic feet, as well as changes in Yankee Gas and NSTAR Gas’ sales in million cubic feet, for the third quarter and first nine months of 2012, as compared to the same periods in 2011, is as follows:

	For the Three Months Ended September 30, 2012 Compared to 2011			For the Nine Months Ended September 30, 2012 Compared to 2011
	Sales (GWh)		Percentage	Sales (GWh)		Percentage
NU – Electric	2012 (1)	2011	Increase	2012 (1)	2011	Increase
Residential	6,217	4,041	53.8%	14,640	11,393	28.5%
Commercial	7,614	3,928	93.9%	17,611	10,934	61.1%
Industrial	1,563	1,199	30.3%	4,068	3,352	21.3%
Other	107	78	37.0%	289	238	21.3%
Total	15,501	9,246	67.7%	36,608	25,917	41.3%

⁽¹⁾

NU total retail electric sales results include the sales of NSTAR Electric from the date of merger, April 10, 2012, through September 30, 2012.

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	For the Three Months Ended September 30, 2012 Compared to 2011				For the Nine Months Ended September 30, 2012 Compared to 2011
	CL&P	NSTAR Electric (2)	PSNH	WMECO	CL&P	NSTAR Electric (2)	PSNH	WMECO
Electric	Percentage Increase/ (Decrease)	Percentage Increase/ (Decrease)	Percentage Increase/ (Decrease)	Percentage Increase/ (Decrease)	Percentage Increase/ (Decrease)	Percentage Decrease	Percentage Increase/ (Decrease)	Percentage Increase/ (Decrease)
Residential	4.1 %	4.4 %	2.2 %	2.2 %	(2.5)%	(0.3)%	(1.4)%	(2.8)%
Commercial	(1.8)%	0.7 %	1.5 %	(0.2)%	(2.2)%	(1.6)%	(0.5)%	0.7 %
Industrial	0.8 %	(8.6)%	0.8 %	0.5 %	0.5 %	(5.9)%	1.0 %	(0.7)%
Other	3.1 %	0.6 %	(2.5)%	(3.4)%	2.6 %	(11.8)%	(0.6)%	(5.4)%
Total	1.2 %	1.3 %	1.7 %	0.9 %	(2.0)%	(1.5)%	(0.6)%	(1.0)%

⁽²⁾

Results for NSTAR Electric represent its standalone retail electric sales for the three and nine months ended September 30, 2012 and 2011.

	For the Three Months Ended September 30, 2012 Compared to 2011			For the Nine Months Ended September 30, 2012 Compared to 2011
	Sales (million cubic feet)		Percentage	Sales (million cubic feet)		Percentage
NU – Firm Natural Gas	2012 (3)	2011	Increase	2012 (3)	2011	Increase
Residential	2,413	805	199.7%	11,787	9,599	22.8%
Commercial	4,230	2,172	94.8%	16,768	12,570	33.4%
Industrial	4,053	3,374	20.1%	13,847	12,046	15.0%
Total	10,696	6,351	68.4%	42,402	34,215	23.9%
Total, Net of Special Contracts (4)	9,462	4,204	125.1%	37,708	27,593	36.7%

⁽³⁾

NU firm natural gas results include the sales of NSTAR Gas from the date of merger, April 10, 2012, through September 30, 2012.

⁽⁴⁾

Special contracts are unique to the customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers’ usage.

	For the Three Months Ended September 30, 2012 Compared to 2011		For the Nine Months Ended September 30, 2012 Compared to 2011
	Yankee Gas	NSTAR Gas (5)	Yankee Gas	NSTAR Gas (5)
Firm Natural Gas	Percentage Increase/ (Decrease)	Percentage Increase/ (Decrease)	Percentage Decrease	Percentage Decrease
Residential	18.5 %	8.9 %	(15.6)%	(18.7)%
Commercial	(1.3)%	3.0 %	(9.6)%	(9.5)%
Industrial	(5.4)%	(11.1)%	(2.9)%	(4.6)%
Total	(1.0)%	1.7 %	(8.9)%	(13.0)%
Total, Net of Special Contracts (6)	20.2 %		(4.1)%

⁽⁵⁾

NSTAR Gas’ sales data for the three and nine months ended September 30, 2012 compared to 2011 has been provided for comparative purposes only.

⁽⁶⁾

Special contracts are unique to the customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers’ usage.

Weather and, to a lesser extent, fluctuations in fuel costs, conservation measures, and economic conditions affect sales to our customers.  Industrial sales are less sensitive to temperature variations than residential and commercial sales.  Weather impacts electric sales primarily during the summer and natural gas sales during the winter season in our service territories (natural gas sales are more sensitive to temperature variations than electric sales).  Customer heating or cooling usage may not directly correlate with historical levels or with the level of degree-days that occur, particularly when weather patterns experienced are consistently colder or warmer.  In addition, our electric and natural gas businesses are sensitive to variations in daily weather, are highly influenced by New England’s seasonal weather variations, and are susceptible to damage from major storms and other natural events and disasters that could adversely affect our ability to provide energy.

For the third quarter and first nine months of 2012, our consolidated retail electric sales were higher, as compared to the same periods in 2011, due to the inclusion of NSTAR Electric sales from the date of merger, April 10, 2012, through September 30, 2012.  

For the third quarter of 2012, actual and weather normalized (based on 30-year average temperatures) retail electric sales for each of our four electric companies increased, as compared to the same period in 2011.  Cooling degree days were 2 percent higher than last year in Connecticut and western Massachusetts and 6 percent higher than last year in New Hampshire.  On a weather normalized basis, the average NU combined consolidated total retail electric sales increased 1.1 percent in the third quarter of 2012, as compared to the third quarter of 2011, assuming NSTAR Electric had been part of the NU combined electric distribution system for all periods under consideration.  We believe these increases were due in part to an increase in the number of residential and commercial

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customers and the impact of lower prices of electricity, partially offset by increased conservation efforts amongst all our customer classes.  For WMECO, the fluctuations in retail electric sales no longer impact earnings as the DPU approved a sales decoupling plan effective February 1, 2011.  Under this decoupling plan, WMECO now has an established annual level of baseline distribution delivery service revenues of $125.4 million that it is able to recover.  This effectively breaks the relationship between sales volume and revenues recognized.

For the first nine months of 2012, actual retail electric sales for each of our four electric companies decreased, as compared to the same period in 2011, due primarily to the warmer than normal weather in the first quarter of 2012, as compared to colder than normal weather in the first quarter of 2011.  Heating degree days were 21 percent lower than last year in Connecticut and western Massachusetts, 19 percent lower than last year in the Boston metropolitan area, and 16 percent lower than last year in New Hampshire.  On a weather normalized basis, the average NU combined consolidated total retail electric sales decreased 0.3 percent in the first nine months of 2012, as compared to the first nine months of 2011, assuming NSTAR Electric had been part of the NU combined electric distribution system for all periods under consideration.  We believe these decreases were due primarily to increased conservation efforts amongst all our customer classes and the continued installation of distributed generation at our commercial and industrial customers’ facilities.

For the third quarter and first nine months of 2012, our consolidated firm natural gas sales were higher, as compared to the same periods in 2011, due to the inclusion of NSTAR Gas sales from the date of merger, April 10, 2012, through September 30, 2012.  

Our firm natural gas sales are subject to many of the same influences as our retail electric sales, but have benefitted from lower natural gas prices and customer growth across all three customer classes.  In the first nine months of 2012, absent the NSTAR Gas sales impacts, actual sales decreased, as compared to the same period in 2011, due primarily to the warmer than normal weather in the first quarter of 2012, as compared to colder than normal weather in the first quarter of 2011.  Heating degree days in the first nine months of 2012, as compared to the same period in 2011, were 21 percent lower in Connecticut.  On a weather normalized basis, Yankee Gas’ first nine months of 2012 sales increased due primarily to the migration of interruptible customers switching to firm service rates and the addition of gas-fired distributed generation in Yankee Gas’ service territory.

On a weather normalized basis, the average NU combined consolidated total firm natural gas sales were unchanged in the third quarter of 2012, as compared to the third quarter of 2011, assuming NSTAR Gas had been part of the NU combined natural gas distribution system for all periods under consideration.  Under the same assumptions, the average NU combined consolidated total firm natural gas sales increased 2.9 percent in the first nine months of 2012, as compared to the first nine months of 2011.

NU Parent and Other Companies:  NU parent and other companies (which includes our competitive businesses held by NU Enterprises and, from April 10, 2012, NSTAR LLC) recorded net losses of $9.6 million in the third quarter of 2012, compared with $6.5 million in net losses in the third quarter of 2011.  Excluding merger-related costs of $12.7 million and $0.6 million in the third quarter of 2012 and 2011, respectively, NU parent and other companies recorded net income of $3.1 million and net losses of $5.9 million, respectively.  NU parent and other companies recorded net losses of $50.3 million in the first nine months of 2012, compared with $20.5 million in the first nine months of 2011.  Excluding merger and related settlement costs of $52.4 million and $10.1 million in the first nine months of 2012 and 2011, respectively, NU parent and other companies recorded net income of $2.1 million and net losses of $10.4 million.  NU parent merger and related settlement costs primarily included fees paid to investment advisors and attorneys, a charge for the establishment of a fund to advance Connecticut energy goals related to the Connecticut settlement agreement, and change in control costs and other compensation costs.  Excluding merger and related settlement costs, improved results were due primarily to lower interest costs and the inclusion of NSTAR Communications, Inc., the wholly owned unregulated business of NSTAR.

Major Storm Costs:  A storm must meet certain criteria to qualify as a major storm with the criteria specific to each state jurisdiction and utility company.  Once a storm is declared major, all qualifying expenses incurred during storm restoration efforts are deferred and, if deemed prudent, are recovered from customers.  In Massachusetts, qualifying storm costs must exceed $1 million for NSTAR Electric and $300,000 for WMECO and an emergency response plan must be initiated in order to qualify as a major storm.  In Connecticut, qualifying storm costs must exceed $5 million in order to qualify as a major storm.  In New Hampshire, (1) at least 10 percent of customers must be without power with at least 200 in concurrent locations requiring repairs (trouble spots), or (2) at least 300 customers must be in concurrent trouble spots in order to qualify as a major storm.

On October 29, 2012, Hurricane Sandy caused extensive damage to our electric distribution system across all three states.  We estimate that approximately 1.5 million of our 3.1 million electric distribution customers were without power during or following the storm, with approximately 850,000 of those customers in Connecticut, approximately 472,000 in Massachusetts, and approximately 220,000 in New Hampshire.  Restoration costs cannot be estimated at this time.  We expect the costs to meet the criteria for specific cost recovery in Connecticut, Massachusetts, and New Hampshire and, as a result, we do not expect the storm to have a material impact to the results of operations of CL&P, NSTAR Electric, PSNH or WMECO.  Each operating company will seek recovery of these anticipated deferred storm costs through its applicable regulatory recovery process.

Liquidity

Consolidated:  Cash and cash equivalents totaled $73.4 million as of September 30, 2012, compared with $6.6 million as of December 31, 2011.  

On July 25, 2012, NU, CL&P, NSTAR LLC, NSTAR Gas, PSNH, WMECO, and Yankee Gas jointly entered into a five-year $1.15 billion revolving credit facility.  The new facility replaced (1) the NSTAR LLC revolving credit facility of $175 million that served to backstop a

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commercial paper program utilized by NSTAR LLC and was scheduled to expire on December 31, 2012, (2) the NSTAR Gas revolving credit facility of $75 million that expired on June 8, 2012, and (3) the CL&P, PSNH, WMECO, and Yankee Gas joint three-year $400 million and NU parent three-year $500 million unsecured revolving credit facilities that were scheduled to expire on September 24, 2013.  The new facility expires on July 25, 2017.  We expect the new facility to be used primarily to backstop the $1.15 billion commercial paper program at NU, which commenced July 25, 2012.

On July 25, 2012, NSTAR Electric entered into a five-year $450 million revolving credit facility.  This new facility serves to backstop NSTAR Electric’s existing $450 million commercial paper program.  The new facility expires on July 25, 2017.  This new facility replaced a prior $450 million NSTAR Electric revolving credit facility that was scheduled to expire on December 31, 2012.  

CL&P has a separate five-year $300 million unsecured revolving credit facility that expires on March 26, 2017.  As of September 30, 2012, there were no borrowings under this credit facility.

As of September 30, 2012, NU had $1,098.3 million in short-term borrowings outstanding under its commercial paper program, leaving $51.8 million of available borrowing capacity.  The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.459 percent, which is generally based on money market rates.  As of September 30, 2012, there were inter-company loans of $1,040.9 million from NU to the subsidiaries ($372.8 million for CL&P, $44.2 million for PSNH, and $172.5 million for WMECO).  As of September 30, 2012, NSTAR Electric had $261 million in short-term borrowings outstanding under its commercial paper program, leaving $189 million of available borrowing capacity.  The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.349 percent, which is generally based on money market rates.

On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million.  The PCRBs carried coupons that ranged from 5.85 percent to 5.95 percent and maturities that ranged from 2016 through 2028.  On October 1, 2012, WMECO redeemed at par $53.8 million of tax-exempt PCRBs.  The PCRBs had a maturity date of 2028 and a coupon of 5.85 percent.  

On October 4, 2012, WMECO issued at a premium $150 million of senior unsecured notes at a yield of 2.673 percent that will mature on September 15, 2021.  The senior unsecured notes are part of the same series of WMECO’s existing 3.5 percent coupon Series F Notes that were initially issued in September 2011.  As a result, the aggregate principal amount of WMECO’s outstanding Series F Notes totaled $250 million.  

On October 15, 2012, NSTAR Electric issued at a discount $400 million of 2.375 percent Debentures at a yield of 2.406 percent that will mature on October 15, 2022.  The proceeds were used to pay $400 million of 4.875 percent Debentures that matured on October 15, 2012.

NU, CL&P, NSTAR Electric, PSNH and WMECO use their available capital resources to fund their respective construction expenditures, meet debt requirements, to pay costs, including storm-related costs, and dividends and to fund other corporate obligations, such as pension contributions.  The current growth in NU’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period.  In addition, NU’s Regulated companies operate in an environment where recovery of its electric and gas distribution construction expenditures takes place over an extended period of time.  This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs.  These factors have resulted in NU’s current liabilities exceeding current assets by approximately $1.7 billion, $558 million, $111 million and $217 million at NU, CL&P, NSTAR Electric and WMECO, respectively, as of September 30, 2012.

As of September 30, 2012, approximately $880 million of NU's current liabilities relates to long-term debt that will be paid in the next 12 months.  NU, with credit ratings among the highest in the industry, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt.  NU, CL&P, NSTAR Electric, and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, as deemed appropriate given our capital requirements and maintenance of our credit rating and profile.  Management expects the future operating cash flows of NU and its subsidiaries, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.

Cash flows provided by operating activities in the first nine months of 2012 totaled $700.8 million, compared with cash flows provided by operating activities of $837.2 million in the first nine months of 2011 (all amounts are net of RRB payments, which are included in financing activities on the accompanying unaudited condensed consolidated statements of cash flows).  The reduced cash flows were due primarily to $187.7 million of 2012 cash disbursements for storm costs primarily related to Tropical Storm Irene and the October 2011 snowstorm, as compared to payments of approximately $75 million in the first nine months of 2011, $187.3 million of 2012 Pension Plan cash contributions, as compared to NU's Pension Plan contribution of $124.4 million in the first nine months of 2011, a total of $46 million of bill credits in the second quarter of 2012 to customers of CL&P, NSTAR Electric, NSTAR Gas and WMECO, and $27 million in bill credits provided to CL&P residential customers in February 2012 related to the October 2011 snowstorm.  In addition, there were approximately $34 million of transaction cost payments related to the merger and net income tax payments of $4.6 million in the first nine months of 2012, as compared to net income tax refunds of $76.1 million in the first nine months of 2011.

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A summary of the current credit ratings and outlooks by Moody's, S&P and Fitch for senior unsecured debt of NU parent, NSTAR Electric, and WMECO and senior secured debt of CL&P and PSNH is as follows:

	Moody's		S&P		Fitch
	Current	Outlook	Current	Outlook	Current	Outlook
NU Parent	Baa2	Stable	BBB+	Stable	BBB+	Stable
CL&P	A3	Stable	A-	Stable	A	Stable
NSTAR Electric	A2	Stable	A-	Stable	A+	Stable
PSNH	A3	Stable	A-	Stable	A	Stable
WMECO	Baa2	Stable	A-	Stable	A-	Stable

We paid common dividends of $267.4 million in the first nine months of 2012, compared with $145.9 million in the first nine months of 2011.  This reflects an increase of approximately 17 percent in our common dividend beginning in the second quarter of 2012 following an increase of approximately 7 percent in the first quarter of 2012.  On November 1, 2012, our Board of Trustees approved a common dividend payment of $0.343 per share, payable December 31, 2012 to shareholders of record as of November 30, 2012.

In the first nine months of 2012, CL&P, NSTAR LLC, PSNH, and WMECO paid $100.5 million, $105.7 million, $74.7 million, and $9.4 million, respectively, in common dividends to NU parent.  In the second and third quarters of 2012, NSTAR Electric and NSTAR Gas paid $131.6 million and $8 million, respectively, in common dividends to NSTAR LLC.

Cash capital expenditures included on the accompanying unaudited condensed consolidated statements of cash flows and described in this "Liquidity" section do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension and PBOP expense or income.  A summary of our cash capital expenditures by company for the first nine months of 2012 and 2011 is as follows:

	For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011
CL&P	$	332.3	$	305.6
NSTAR Electric (1)		205.3		N/A
PSNH		161.0		167.4
WMECO		218.2		153.5
Natural Gas (1)		105.9		73.6
NPT		20.5		12.7
Other		38.6		36.3
Total	$	1,081.8	$	749.1

⁽¹⁾

Cash capital expenditures include NSTAR from the date of merger, April 10, 2012, through September 30, 2012.  

The increase in our cash capital expenditures was the result of the addition of NSTAR’s capital expenditures in the second and third quarters of 2012 and higher transmission segment cash capital expenditures of $132.2 million, primarily at WMECO and CL&P.

Business Development and Capital Expenditures

Consolidated:  Our consolidated capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized portions of pension and PBOP expense or income (all of which are non-cash factors), totaled $1.1 billion in the first nine months of 2012, compared with $822.5 million in the first nine months of 2011.  These amounts included $30.9 million and $38.4 million in the first nine months of 2012 and 2011, respectively, related to our corporate service companies, NUSCO and RRR.

Transmission Business:  Transmission business capital expenditures increased by $189.7 million in the first nine months of 2012, as compared with the same period in 2011, due primarily to increases at CL&P and WMECO related to the construction of GSRP and the addition of NSTAR Electric's capital expenditures in the second and third quarters of 2012.  A summary of transmission capital expenditures by company in the first nine months of 2012 and 2011 is as follows:  

	For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011
CL&P	$	148.2	$	78.3
NSTAR Electric (1)		79.4		N/A
PSNH		44.5		38.4
WMECO		179.3		153.3
NPT		21.8		13.5
Total Transmission Segment	$	473.2	$	283.5

⁽¹⁾

Transmission capital expenditures for NSTAR Electric are from the date of merger, April 10, 2012, through September 30, 2012.  

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NEEWS:  GSRP, a project that involves the construction of CL&P and WMECO's 115 kV and 345 kV overhead lines from Ludlow, Massachusetts to Bloomfield, Connecticut, is the first, largest and most complicated project within the NEEWS family of projects.  The $718 million project is expected to be placed in service in late 2013.  As of September 30, 2012, the project was approximately 85 percent complete.  

The Interstate Reliability Project, which includes CL&P’s construction of an approximately 40-mile, 345 kV overhead line from Lebanon, Connecticut to the Connecticut-Rhode Island border in Thompson, Connecticut where it will connect to transmission enhancements being constructed by National Grid, is our second major NEEWS project.  All siting applications have been filed by CL&P and National Grid.  Connecticut Siting Council hearings were completed in the summer of 2012 and a CSC decision is expected in early 2013.  Decisions in Rhode Island and Massachusetts are expected by the end of 2013.  The $218 million project is expected to be placed in service in late 2015.  

The Central Connecticut Reliability Project, now referred to as the "Greater Hartford Central Connecticut Project" (GHCC) due to the expanded scope of ISO-NE’s reassessment, is the third major part of NEEWS.  ISO-NE presented its preliminary needs analysis for the GHCC to the ISO-NE Planning Advisory Committee in August 2012.  The results showed severe thermal overloads and voltage violations in each of the four study areas now and in the near future.  A combination of 345 kV and 115 kV transmission solutions are being considered to correct these reliability concerns and a set of preferred solutions are expected to be identified in 2013.  At this time, we expect that in aggregate the cost and timing of those projects to be similar to what was initially forecast for CCRP, which was $301 million.

Included as part of NEEWS are associated reliability related projects, of which $70 million have been placed in service and $30 million are in various phases of construction and will continue to go into service through 2013.  

Through September 30, 2012, CL&P and WMECO had capitalized $206.3 million and $488.7 million, respectively, in costs associated with NEEWS, of which $73.7 million and $154 million, respectively, were capitalized in the first nine months of 2012.  The total expected cost of NU’s share of NEEWS is approximately $1.3 billion, of which $660 million and $616 million relate to CL&P and WMECO, respectively.  

Cape Cod Reliability Projects:  Transmission projects serving Cape Cod in the Southeastern Massachusetts (SEMA) reliability region consist of an expansion and upgrade of NSTAR Electric's existing transmission infrastructure including construction of a new 345 kV transmission line that will cross the Cape Cod Canal ("The Lower SEMA Transmission Project") as well as a new 115kV transmission line and other 115kV upgrades in the center of Cape Cod.  All regulatory and licensing and permitting is complete for the Lower SEMA Transmission Project.  Construction commenced in September 2012 and is expected to be completed by mid-2013.  The total estimated construction cost for the Cape Cod projects is approximately $150 million.

Northern Pass:  Northern Pass is NPT's planned HVDC transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire.  Northern Pass will interconnect at the Québec-New Hampshire border with a planned HQ HVDC transmission line.  Effective April 10, 2012, as a result of the merger, NUTV owned 100 percent of NPT.  

We estimate the costs of the Northern Pass transmission project will be approximately $1.1 billion (including capitalized AFUDC).  Through September 30, 2012, we capitalized $58.8 million in costs associated with Northern Pass.  

NPT continues to secure rights needed to construct the northernmost 40 miles of the project where PSNH does not currently own a right-of-way.  We expect to finalize the 40-mile route shortly and file the new route with the DOE by year end 2012, which should support construction beginning in late 2014, with the project to be completed by the end of 2016 or early 2017.

Greater Boston Reliability and Boston Network Improvements:  As a result of continued analysis of the transmission needs to enhance system reliability and improve capacity in eastern Massachusetts, NSTAR Electric will likely need to implement a series of new transmission initiatives over the next five years.  We have included approximately $500 million in our five-year capital program related to these initiatives.

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Distribution Business:  A summary of distribution capital expenditures by company for the first nine months of 2012 and 2011 is as follows:

	For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011
CL&P:
Basic Business	$	55.5	$	117.9
Aging Infrastructure		133.2		81.6
Load Growth		57.8		41.3
Total CL&P		246.5		240.8
NSTAR Electric:
Basic Business		31.9		N/A
Aging Infrastructure		76.6		N/A
Load Growth		7.3		N/A
Total NSTAR Electric (1)		115.8		N/A
PSNH:
Basic Business		16.1		28.3
Aging Infrastructure		33.3		18.0
Load Growth		14.0		16.9
Total PSNH		63.4		63.2
WMECO:
Basic Business		10.4		15.2
Aging Infrastructure		13.8		7.8
Load Growth		4.9		5.1
Total WMECO		29.1		28.1
Total - Electric Distribution (excluding Generation)		454.8		332.1
Total - Natural Gas (1)		111.9		74.1
Other Distribution		0.2		0.6
Total Electric and Natural Gas		566.9		406.8
PSNH Generation:
Clean Air Project		22.2		74.1
Other		6.8		13.6
Total PSNH Generation		29.0		87.7
WMECO Generation		0.5		6.1
Total Distribution Segment	$	596.4	$	500.6

⁽¹⁾

Distribution capital expenditures for NSTAR Electric and NSTAR Gas are from the date of merger, April 10, 2012, through September 30, 2012.  

For the electric distribution business, basic business includes the relocation of plant, the purchase of meters, tools, vehicles, information technology, transformer replacements, and equipment facilities.  Aging infrastructure relates to reliability and the replacement of overhead lines, plant substations, underground cable replacement, and equipment failures.  Load growth includes requests for new business and capacity additions on distribution lines and substation overloads.  

Clean Air Project:  In June 2012, PSNH placed into service the last major elements of the Clean Air Project at Merrimack Station, a $422 million project that is utilizing wet scrubber technology to significantly reduce mercury and sulfur emissions from the station’s two coal units.  The scrubber has been operating since the end of September 2011 and has reduced mercury and sulfur emissions by more than 95 percent.

CL&P System Resiliency Plan:  On July 9, 2012, consistent with the terms of the Connecticut settlement agreement, CL&P filed a $300 million plan with the PURA to improve the resiliency of its electric distribution system.  The plan includes vegetation management (both enhanced tree trimming and trimming on a shorter cycle), structural hardening (strengthening field structures through upgrades to the current structure design and material standards as well as upgrades to the poles and conductors), and electrical hardening (upgrading electrical distribution conductors and protective device on overhead circuits).  CL&P expects to complete the plan in five years in two separate phases.  Phase 1 of the plan, which will be primarily focused on vegetation management, is estimated to cost $32 million in 2013 and $53 million in 2014.  Phase 2 of the plan is estimated to cost the remaining $215 million over the period from 2015 through 2017.  A PURA decision on the plan is expected in late December 2012.    

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Projected Capital Expenditures:  A summary of the projected capital expenditures for the Regulated companies' electric transmission business for 2012 through 2017 and for their distribution business (including generation) for 2012 through 2015, including our corporate service companies' capital expenditures on behalf of the Regulated companies, is as follows:

	Year
(Millions of Dollars)	2012		2013		2014		2015		2016		2017		2013-2017 Total
CL&P Transmission	$	200	$	170	$	243	$	157	$	135	$	89	$	794
NSTAR Electric Transmission (1)		206		178		198		278		222		248		1,124
PSNH Transmission		56		120		147		102		63		15		447
WMECO Transmission		222		110		102		77		11		2		302
NPT		34		49		238		309		447		-		1,043
Total Transmission	$	718	$	627	$	928	$	923	$	878	$	354	$	3,710
Electric Distribution (1)		665		662		648		635
Generation		51		61		50		44
Natural Gas (1)		173		163		160		161
Total Distribution	$	889	$	886	$	858	$	840
Corporate Service Companies	$	104	$	62	$	62	$	55
Total	$	1,711	$	1,575	$	1,848	$	1,818

⁽¹⁾

Results include capital expenditures for NSTAR Electric and NSTAR Gas for the full year 2012 and have been provided for comparative purposes only.  

Actual capital expenditures could vary from the projected amounts for the companies and periods above.

Transmission Rate Matters and FERC Regulatory Issues

Transmission - Wholesale Rates:  The transmission rates billed to our retail customers recover our total transmission revenue requirements, ensuring that we recover all regional and local revenue requirements for providing transmission service.  These rates provide for annual reconciliations to actual costs.  The difference between billed and actual costs is deferred for future recovery from, or refund to, customers.  As of September 30, 2012, we were in a total net underrecovery position of $11.9 million, of which the transmission businesses of CL&P and WMECO were in an overrecovery position of $5.6 million, $3 million, respectively, and NSTAR Electric and PSNH were in an underrecovery position of $19.5 million and $1 million, respectively.

FERC Base ROE Complaint:  On September 30, 2011, several New England state attorneys general, state regulatory commissions, consumer advocates and other parties filed a joint complaint with the FERC under Sections 206 and 306 of the Federal Power Act alleging that the base ROE used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by New England transmission owners, including CL&P, NSTAR Electric, PSNH and WMECO, is unjust and unreasonable.  The complainants asserted that the current 11.14 percent rate, which became effective in 2006, is excessive due to changes in the capital markets and are seeking an order to reduce the rate, effective September 30, 2011.  In response, the New England transmission owners filed testimony and analysis based on standard FERC methodology and precedent, demonstrating that the base ROE of 11.14 percent remained just and reasonable.

On May 3, 2012, the FERC issued an order establishing hearing and settlement procedures for the complaint.  The settlement proceedings were subsequently terminated, as the parties had reached an impasse in their efforts to reach a settlement.  In August 2012, the FERC trial judge assigned to the complaint established a schedule for the trial phase of the proceedings.  Complainant testimony was filed on October 1, 2012, which supported a base ROE of 9 percent.  Additional testimony was filed on October 1, 2012 by a group of Massachusetts municipal electric companies, which recommended a base ROE of 8.2 percent.  The New England Transmission owners are scheduled to file their testimony November 20, 2012.  Hearings are scheduled for May 2013 and a trial judge’s recommended decision is due in September 2013.  A decision from FERC commissioners is expected in 2014.  Changes, if any, to the NU transmission companies’ base ROE would be retroactive to October 1, 2011.  

As of September 30, 2012, CL&P, NSTAR Electric, PSNH, and WMECO had approximately $2.1 billion of aggregate shareholder equity invested in their transmission facilities.  As a result, each 10 basis point change in the authorized base ROE would change annual consolidated earnings by an approximate $2.1 million.  We cannot at this time predict the ultimate outcome of this proceeding or its impact on CL&P’s, NSTAR Electric’s, PSNH’s, or WMECO’s respective financial position, results of operations or cash flows.

FERC Order No. 1000:  On October 25, 2012, ISO-NE and a majority of the New England transmission owners, including  CL&P, NSTAR Electric, PSNH and WMECO, made a comprehensive compliance filing as required by FERC Order No. 1000 and Order No. 1000-A, issued on July 21, 2011 and May 17, 2012, respectively.  The compliance filing seeks to satisfy FERC’s goals of improving transmission planning coordination, developing explicit cost allocation procedures for transmission projects and including in regional tariffs those transmission needs which are driven by public policy requirements.  The filing also explains how the existing reliability planning process in New England has led to the addition of a multitude of transmission projects in service over the past decade, due in large part to the right and obligation of the New England transmission owners under the Transmission Operating Agreement with ISO-NE, approved by the FERC in 2004, to build projects to satisfy identified reliability needs in the region.  ISO-NE and the New England transmission owners have requested that FERC continue to recognize the respective rights and obligations under the Transmission Operating Agreement and leave the region’s reliability planning process intact.  We cannot predict the final outcome or impact on us, however implementation in New England, including within our service territories, may expose us to competition for construction of transmission projects, additional regulatory considerations and potential delay with respect to future transmission projects.

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Regulatory Developments and Rate Matters

The Regulated companies' distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their rates.  Other than as described below, for the third quarter ended September 30, 2012, changes made to the Regulated companies’ rates did not have a material impact on their earnings, financial position, or cash flows.  For further information, see "Financial Condition and Business Analysis – Regulatory Developments and Rate Matters" included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the NU 2011 Form 10-K, "Rate and Regulatory Proceedings" included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the NSTAR 2011 Form 10-K, and "Rate and Regulatory Proceedings" included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the NSTAR Electric 2011 Form 10-K.

Connecticut – CL&P:

Storm Review:  On August 1, 2012, PURA issued a final decision in the investigation of CL&P’s performance related to both Tropical Storm Irene and the October 2011 snowstorm.  The decision identified certain penalties that could be imposed on CL&P during its next rate case, including a reduction in allowed regulatory ROE and the disallowance of certain deferred storm restoration costs.  However, PURA will consider and weigh the extent to which CL&P has taken steps in its restructuring of storm management and the establishment of new practices for execution in future storm response in determining any potential penalties.  At this time, management cannot estimate the impact on CL&P’s financial position, results of operations or cash flows.  CL&P continues to believe that its response to these events was prudent, is consistent with industry standards, and probable that it will be able to recover its deferred costs.

PURA Emergency and Preparedness Response Docket:  On June 19, 2012, pursuant to Connecticut's "Enhancing Emergency Preparedness and Response Act," PURA opened a docket to establish standards for electric and natural gas distribution companies, including:

·

Reviewing current practices concerning service restoration after an emergency;

·

Reviewing the adequacy of  infrastructure, facilities and equipment;

·

Reviewing coordination efforts between each electric distribution company and any telecom, community antenna television companies, cable franchise or competitive video service providers, including coordinated planning before any emergency;

·

Reviewing tree trimming policies;

·

Establishing standards for acceptable performance in an emergency in which more than 10 percent of any utility's customers are without service for more than 48 consecutive hours;

·

Determining any other standards for acceptable performance to ensure the reliability in any emergency, to prevent and minimize any service outages or disruptions lasting more than 48 consecutive hours and affecting more than 10 percent of any utility's customers and to facilitate restoration of services;

·

Determining any other policy, practice or information that is relevant to ensure the reliability of utility's services in an emergency and to prevent, minimize and restore any long-term service outages or disruptions caused by emergency; and

·

Identifying any recommendations concerning legislative changes necessary to implement standards.

A report was due to the Connecticut legislature detailing the standards established as a result of this docket by November 1, 2012.  

CL&P System Resiliency Plan:  On July 9, 2012, consistent with the terms of the Connecticut settlement agreement, CL&P filed with PURA for approval to spend up to $300 million to improve the resiliency of the CL&P electric distribution system.  For further information, see "Business Development and Capital Expenditures – Distribution Business" in this Management's Discussion and Analysis.

Massachusetts – NSTAR Electric:

DPU Safety and Reliability Programs (CPSL):  NSTAR Electric recovers incremental costs related to the Double Pole Inspection Program, Replacement/Restoration and Transfer Program and the Underground Electric Safety Program, which includes stray-voltage remediation, manhole inspections, repairs, and upgrades, in accordance with this DPU approved program.  Recovery of these CPSL costs is subject to review and approval by the DPU through a rate-reconciling mechanism.  From 2006 through September 2012, cumulative costs associated with the CPSL program have resulted in an incremental revenue requirement to customers of approximately $95 million.  These amounts include incremental operations and maintenance costs and the related revenue requirement for specific capital investment relative to the CPSL programs.

On May 28, 2010, the DPU issued an order on NSTAR Electric’s 2006 CPSL cost recovery filing (the May 2010 Order).  The May 2010 Order is the basis that NSTAR Electric uses for recognizing revenue for the CPSL programs.  On October 8, 2010, NSTAR Electric submitted a Compliance Filing with the DPU reconciling the cumulative CPSL program activity for the periods 2006 through 2009 in order to determine a proposed rate adjustment effective on January 1, 2011.  The DPU allowed the proposed rates for the CPSL programs to go into effect on that date, subject to final reconciliation of CPSL program costs through a future DPU proceeding.   

NSTAR Electric cannot predict the timing of any subsequent DPU order related to its CPSL filings for the period 2006 through 2009, or any period thereafter.  Therefore, NSTAR Electric continues to record its revenues under the CPSL programs based on the May 2010

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Order.  Should any subsequent DPU order be different than the conclusion of the May 2010 Order it could have a material impact on NSTAR Electric’s results of operations, financial position and cash flows.

The comprehensive settlement agreement with the Massachusetts Attorney General stipulates a revenue requirement of up to $15 million per year for 2012 through 2015 in order to continue these programs.  CPSL revenues will end once NSTAR Electric has recovered its 2015-related CPSL costs.  Realization of these revenues is subject to maintaining certain performance metrics and DPU approval.

Basic Service Bad Debt Adder:  In accordance with a generic DPU order, electric utilities in Massachusetts recover the energy-related portion of bad debt costs in their Basic Service rates.  On February 7, 2007, NSTAR Electric filed its 2006 Basic Service reconciliation with the DPU proposing an adjustment related to the increase of its Basic Service bad debt charge-offs.  On June 28, 2007, the DPU issued an order approving the implementation of a revised Basic Service rate.  However, the DPU instructed NSTAR Electric to reduce distribution rates by an amount equal to the increase in its Basic Service bad debt charge-offs.  This adjustment to NSTAR Electric’s distribution rates would eliminate the fully reconciling nature of the Basic Service bad debt adder.

NSTAR Electric deferred the unrecovered costs associated with energy-related bad debt as a regulatory asset, which totaled approximately $34 million as of December 31, 2011, as NSTAR Electric had concluded that these costs were probable of recovery in future rates.  On June 18, 2010, NSTAR Electric filed an appeal of the DPU’s order with the SJC, which was heard by the SJC in December 2011.  On April 11, 2012, the SJC issued a procedural order waiving its standing 130-day rule for issuance of an order on the matter.  Due to the delay, NSTAR Electric concluded that while an ultimate outcome on the matter in its favor remained "more likely than not," it could no longer be deemed "probable."  As a result, as of March 31, 2012, NSTAR Electric recognized a reserve of $28 million ($17 million after-tax) as a charge to Operations and Maintenance in the first quarter of 2012 to reserve the related regulatory asset on its balance sheet.

On June 4, 2012, the SJC vacated the DPU's June 28, 2007 order and remanded the matter to the DPU for a "statement of reasons, including subsidiary findings, of its conclusion of law and relevant facts."  The continued uncertainty of the outcome of the DPU’s proceeding leaves NU and NSTAR Electric unable to conclude that it is probable that the previously reserved amount will ultimately be recovered and therefore will continue to maintain a reserve on this amount until the ultimate outcome is determined by the DPU.

Distribution Rates:  In the fourth quarter of each year, NSTAR Electric files rate adjustments for effect on the following January 1^st.  These rate adjustments include several fully reconciling cost recovery items.  There are proceedings involving the reconciliation of cost recovery items that remain outstanding at the DPU.  NSTAR Electric cannot predict the timing or the ultimate outcome of these filings.

New Hampshire:

ES and SCRC Filings:  On July 26, 2011, the NHPUC ordered PSNH to file a rate proposal that would mitigate the impact of customer migration expected to occur when the ES rate is higher than market prices.  On January 26, 2012, the NHPUC rejected the PSNH proposal and ordered PSNH to file a new proposal no later than June 30, 2012, addressing certain issues raised by the NHPUC.  On April 27, 2012, PSNH filed its proposed Alternative Default Energy Rate that addresses customer migration, with an effective date of July 1, 2012.  The proposal, if implemented, would result in no impact to earnings and would allow for an increased contribution to fixed costs for all ES customers.  On May 24, 2012, the NHPUC suspended the effectiveness of the proposed rates pending hearings.  A hearing was held on October 18, 2012, but was not completed.  Hearings will continue on November 26, 2012 with a final decision expected by the end of 2012.

On September 28, 2012, PSNH filed a preliminary request with the NHPUC to adjust its ES and SCRC rates effective with services rendered on and after January 1, 2013.  PSNH’s request proposed to increase the current ES billing rate to reflect projected market costs for 2013 and to decrease the current SCRC billing rate to reflect the full amortization of RRBs at the end of April 2013.  The net impact to customers that purchase energy from PSNH is a net increase of 0.77 cents per kWh in total rates. PSNH expects to file an updated rate proposal in early December 2012 prior to a hearing to be held with the NHPUC.

On November 22, 2011, the NHPUC opened a docket to review the Clean Air Project including the establishment of temporary rates for near-term recovery of Clean Air Project costs, a prudence review of PSNH's overall construction program, and establishment of permanent rates for recovery of prudently incurred Clean Air Project costs.  On April 10, 2012, the NHPUC issued an order authorizing temporary rates, effective April 16, 2012, which recover a significant portion of the Clean Air Project costs, including a return on equity.  The order also called for a comprehensive prudence review of the Clean Air Project and the establishment of a permanent rate.  The temporary rates will remain in effect until a permanent rate allowing full recovery of all prudently incurred costs is approved.  At that time, the NHPUC will reconcile recoveries collected under the temporary rates with final approved rates.   The NHPUC has suspended the procedural schedule for the prudence review pending issuance of an order on preliminary substantive and procedural matters.  It is estimated that such an order will be issued in late November 2012, at which time a new procedural schedule will be established.  PSNH believes that its actions related to Clean Air Project construction will be deemed prudent.  The project was completed for $422 million, approximately $35 million below budget, and has reduced mercury and sulfur emissions by more than 95 percent. On September 6, 2012, a consultant for the NHPUC filed a report with the NHPUC concluding that PSNH had effectively managed the Clean Air Project.

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Legislative and Policy Matters

Connecticut:  On October 5, 2012, Connecticut announced a draft comprehensive energy strategy ("draft").  The draft includes a series of policy proposals, which aim to expand energy choices, lower utility bills for Connecticut residents and businesses, improve environmental conditions, create clean energy jobs, and enhance the state’s quality of life.  It also includes a seven-year initiative for expanding natural gas use with a goal of providing nearly 300,000 utility customers with access to natural gas, building an estimated 900 miles of new natural gas mains, and estimates of capital costs to be incurred by natural gas utility companies to connect customers on or near natural gas mains.  In addition to natural gas expansion, the draft also calls for a significant expansion of energy efficiency investment in Connecticut, a review of Connecticut’s Renewable Energy Portfolio Standards (possibly including Canadian hydroelectric generation as a qualifying resource), and investment in alternative fuel transportation.  The draft is subject to public comment and is expected to be finalized by the end of 2012.  Many of the recommendations in the draft will require actions by the PURA and potentially the legislature.  As such, the full impact of the draft energy strategy is not reflected in our electric distribution, transmission or natural gas business segment capital investment projections discussed above.

2012 Massachusetts Legislation:

Energy Act:  On August 3, 2012, Massachusetts Governor Patrick signed into law "An Act Relative to Competitively Priced Electricity in the Commonwealth" (Energy Act).  The more significant provisions of the Energy Act impacting our Massachusetts operating companies and customers are as follows:

·

Requires electric utility companies to file a distribution rate case every five years and natural gas companies every 10 years, limiting those companies to one settlement agreement in a 10 year period;

·

Extends the distribution rate case review period to 10 months;

·

Requires all distribution companies, through a competitive bidding process and subject to DPU approval, to enter into additional cost-effective long-term renewable energy contracts with terms of 10 to 20 years, not to exceed four percent of annual load.  Electric utility companies will be allowed a remuneration of 2.75 percent of the annual payments under the contracts to compensate them for accepting the financial obligation of the contracts;

·

Orders the DPU to open a proceeding for each electric and natural gas utility company to identify reconciliation factors and establish cost recovery from each customer class under cost-based criteria; and

·

Allows electric utility or distribution companies to construct, own and operate no more than 25 MW of solar generation facilities, a decrease from the initial allowance of up to 50 MW of solar generation facilities, subject to DPU approval, and requires that construction be completed prior to June 30, 2015.

Storm Response Act:  On August 6, 2012, Massachusetts Governor Patrick signed into law "An Act relative to emergency service response of public utility companies" (Storm Response Act), to help improve utility companies’ emergency response and communication.  The Storm Response Act codified certain emergency response plan (ERP) provisions, which require utility companies to submit an annual ERP for DPU review and approval.  The ERP will describe storm or emergency responsibilities of utility company employees, customer communication process and systems, and deployment of resources.  The Storm Response Act also requires that all future financial penalties levied to utilities by the DPU for violation of DPU storm and emergency service performance standards will be provided to customers, and that transmission companies performing vegetation management activities within a right-of-way will comply with certain notification provisions.  We are currently evaluating this Act and its impacts on NSTAR Electric’s, NSTAR Gas’ and WMECO’s financial position, results of operations and cash flows, however, we do not expect the impacts to be material.  

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and at times difficult, subjective or complex judgments.  Changes in these estimates, assumptions and judgments, in and of themselves, could materially impact our financial position, results of operations or cash flows.  Our management communicates to and discusses with our Audit Committee of the Board of Trustees all critical accounting policies and estimates.  The accounting policies and estimates that we believed were the most critical in nature were reported in NU’s 2011 Form 10-K, NSTAR’s 2011 Form 10-K, and NSTAR Electric’s 2011 Form 10-K.  There have been no material changes with regard to these critical accounting policies and estimates.  

Other Matters

Environmental Matters:  Refer to Note 10A, "Commitments and Contingencies – Environmental Matters," for discussion of the HWP environmental remediation contingency.

Contractual Obligations and Commercial Commitments:  There have been no material contractual obligations identified and no material changes with regard to the contractual obligations and commercial commitments previously disclosed in the NU First and Second Quarter 2012 Quarterly Reports on Form 10-Q, NSTAR Electric's First Quarter 2012 Quarterly Report on Form 10-Q, NU 2011 Form 10-K, NSTAR 2011 Form 10-K, and the NSTAR Electric 2011 Form 10-K.

Web Site:  Additional financial information is available through our web site at www.nu.com.

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RESULTS OF OPERATIONS – NORTHEAST UTILITIES AND SUBSIDIARIES

The following table provides the amounts and variances in operating revenues and expense line items for the unaudited condensed consolidated statements of income for NU included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012 and 2011.  The nine months ended September 30, 2012 amounts include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.

			Operating Revenues and Expenses								Operating Revenues and Expenses
			For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)			2012		2011				Percent		2012 (a)		2011		Increase/		Percent
							Increase								(Decrease)
Operating Revenues			$	1,861.5	$	1,114.9	$	746.6	67.0	%	$	4,589.8	$	3,397.6	$	1,192.2	35.1	%
Operating Expenses:
	Purchased Power, Fuel and Transmission			602.8		406.2		196.6	48.4			1,540.1		1,285.4		254.7	19.8
	Operations and Maintenance			395.5		255.6		139.9	54.7			1,187.4		788.9		398.5	50.5
	Depreciation			144.5		75.2		69.3	92.2			369.8		222.8		147.0	66.0
	Amortization of Regulatory Assets, Net			43.8		36.2		7.6	21.0			74.9		86.7		(11.8)	(13.6)
	Amortization of Rate Reduction Bonds			43.0		17.7		25.3	(b)			102.1		52.0		50.1	96.3
	Energy Efficiency Programs			98.3		35.2		63.1	(b)			209.1		99.7		109.4	(b)
	Taxes Other Than Income Taxes			120.7		85.0		35.7	42.0			319.6		252.8		66.8	26.4
		Total Operating Expenses		1,448.6		911.1		537.5	59.0			3,803.0		2,788.3		1,014.7	36.4
Operating Income			$	412.9	$	203.8	$	209.1	(b)	%	$	786.8	$	609.3	$	177.5	29.1	%
(a) The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.
(b) Percent greater than 100 percent not shown as it is not meaningful.

Operating Revenues
		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011		Increase		Percent		2012(a)		2011		Increase		Percent
Electric Distribution		$	1,483.7	$	878.6	$	605.1	68.9	%	$	3,499.7	$	2,564.7	$	935.0	36.5	%
Natural Gas Distribution			91.3		59.6		31.7	53.2			361.5		318.1		43.4	13.6
	Total Distribution		1,575.0		938.2		636.8	67.9			3,861.2		2,882.8		978.4	33.9
Transmission			235.6		159.1		76.5	48.1			627.2		469.4		157.8	33.6
	Total Regulated Companies		1,810.6		1,097.3		713.3	65.0			4,488.4		3,352.2		1,136.2	33.9
Other and Eliminations			50.9		17.6		33.3	(b)			101.4		45.4		56.0	(b)
Total Operating Revenues		$	1,861.5	$	1,114.9	$	746.6	67.0	%	$	4,589.8	$	3,397.6	$	1,192.2	35.1	%
(a) The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.
(b) Percent greater than 100 percent are not shown as it is not meaningful.

A summary of our retail electric sales and firm natural gas sales were as follows:
	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012	2011	Increase	Percent		2012 (a)	2011	Increase	Percent
Retail Electric Sales in GWh	15,501	9,246	6,255	67.7	%	36,608	25,917	10,691	41.3	%
Firm Natural Gas Sales in Million Cubic Feet	10,696	6,351	4,345	68.4	%	42,402	34,215	8,187	23.9	%
(a)  Includes the retail electric and firm natural gas sales of NSTAR from the date of the merger, April 10, 2012 through September 30, 2012.

Our Operating Revenues increased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to the addition of NSTAR, which included electric distribution revenues of $634.5 million, transmission revenues of $59.1 million, natural gas revenues of $37.6 million, other revenues of $5 million, and an increase as a result of the consolidation of CYAPC and YAEC of $13.8 million.  Absent the impact of NSTAR's operations and the consolidation of CYAPC and YAEC, our Operating Revenues decreased due to the following:

·

Lower electric distribution segment revenues related to the portions that are included in regulatory commission approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future periods.  The tracked electric distribution revenues decreased due primarily to lower energy and supply-related costs ($71.9 million), lower wholesale revenues ($11.8 million) and lower CTA revenues ($10.8 million), partially offset by higher CL&P FMCC delivery-related revenues ($20.3 million), higher SCRC revenues at PSNH ($17.1 million), higher retail transmission revenues ($12.1 million), and higher retail SBC revenues ($6.8 million).  

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Partially offset by:

·

Higher transmission segment revenues resulting from an increased level of investment in transmission infrastructure and the recovery of higher overall expenses, which are subject to tracking mechanisms or processes (tracked) and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, primarily at WMECO, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.

·

The portion of electric distribution segment revenues that impacts earnings increased $9 million due primarily to an increase in retail electric sales resulting from warmer than normal weather, as compared to the same period in 2011.  

Our Operating Revenues increased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to the addition of NSTAR, which included electric distribution revenues of $1.1 billion, transmission revenues of $118 million, natural gas revenues of $98.9 million, other revenues of $10.4 million, and in increase as a result of the consolidation of CYAPC and YAEC of $27.5 million.  Absent the impact of NSTAR's operations and the consolidation of CYAPC and YAEC, our Operating Revenues decreased due to the following:

·

Lower electric distribution segment revenues related to the portions that are included in regulatory commission approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future periods.  The tracked electric distribution revenues decreased due primarily to lower energy and supply-related costs ($185 million), lower wholesale revenues ($42.8 million), lower CTA revenues ($33.1 million), lower retail transmission revenues ($30 million), partially offset by higher CL&P FMCC delivery-related revenues ($68.8 million), higher SCRC revenues at PSNH ($18.6 million) and higher retail SBC revenues ($18.2 million).  

·

A decrease in natural gas segment revenues due primarily to an 8.9 percent decrease in Yankee Gas' sales volume related to the warmer than normal weather in the heating season of 2012, as compared to heating season of 2011.  In addition, there was a decrease in the cost of fuel, which is fully recovered in revenues from sales to our customers.

·

The portion of electric distribution segment revenues that impacts earnings decreased $8.1 million due primarily to a decrease in retail electric sales related to the warmer than normal weather in the heating season of 2012, as compared to the heating season of 2011.

Partially offset by:

·

Improved transmission segment revenues resulting from a higher level of investment in transmission infrastructure and the recovery of higher overall expenses, which are tracked and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, primarily at WMECO, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.

·

An increase at PSNH related to the sale of oil to a third party ($20.8 million) in the second quarter of 2012, resulting in a benefit to customers through lower ES rates that does not impact earnings.

Purchase Power, Fuel and Transmission increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the following:

	Three Months Ended		Nine Months Ended
(Millions of Dollars)	Increase/(Decrease)		Increase/(Decrease)
The addition of NSTAR's operations	$	232.2	$	438.7
Lower GSC supply costs, partially offset by higher CfD costs at CL&P		(25.4)		(110.0)
Lower natural gas costs and lower sales at Yankee Gas		(6.2)		(45.2)
Lower purchased transmission costs and lower Basic Service costs at WMECO		(9.2)		(19.1)
Lower purchased power costs, partially offset by higher transmission costs at PSNH		(1.7)		(8.0)
Other and eliminations		6.9		(1.7)
	$	196.6	$	254.7

Operations and Maintenance increased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to the addition of NSTAR's operations, which included operating expenses of $93.1 million and maintenance expense of $11.8 million.  Absent the impact of NSTAR's operations, Operations and Maintenance increased due primarily to:

·

Higher NU parent and other companies' expenses ($21.2 million) that were due primarily to higher merger and related settlement costs.

·

Higher distribution business expenses mainly as a result of general and administrative expenses primarily related to higher pension costs and higher distribution vegetation management and maintenance costs.

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Operations and Maintenance increased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to the addition of NSTAR's operations, which included operating expenses of $216 million and maintenance expense of $32.7 million.  Absent the impact of NSTAR's operations, Operations and Maintenance increased due primarily to:

·

Higher NU parent and other companies' expenses ($71.4 million) that were due primarily to higher costs related to the completion of NU’s merger with NSTAR ($56.1 million) and higher costs at NU’s unregulated contracting business related to an increased level of work in 2012 ($16.8 million).

·

The establishment of a reserve related to major storm costs ($40 million) at CL&P and bill credits to customers at CL&P and WMECO ($25 million and $3 million, respectively) as a result of the Connecticut and Massachusetts settlement agreements.  In addition, there were higher distribution business expenses mainly as a result of general and administrative expenses primarily related to higher pension costs and higher vegetation management costs.

Depreciation increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the addition of NSTAR's plant balances ($47.5 million and $96.4 million, respectively) and an increase as a result of the consolidation of CYAPC and YAEC ($13.7 million and $27.4 million, respectively).  Absent the impact of NSTAR and the consolidation of CYAPC and YAEC, Depreciation increased due primarily to higher utility plant balances resulting from completed construction projects placed into service.

Amortization of Regulatory Assets, Net increased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to the addition of NSTAR's operations ($40.1 million).  Absent the impact of NSTAR, Amortization of Regulatory Assets, Net decreased due primarily to a decrease in ES amortization at PSNH ($34.9 million), higher CTA transition costs ($1.9 million) and lower CTA revenues ($10.8 million) at CL&P, partially offset by an increase in SCRC amortization at PSNH ($11.8 million), lower SBC costs ($3.8 million) and higher retail SBC revenues ($6.8 million) at CL&P.

Amortization of Regulatory Assets, Net decreased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to a decrease in ES and TCAM amortization at PSNH ($23.9 million and $18.5 million, respectively), higher CTA transition costs ($12 million) and lower CTA revenues ($33.1 million) at CL&P.  Partially offsetting these decreases was an increase related to the addition of NSTAR's operations ($59.3 million) and lower SBC costs ($7.4 million) and higher retail SBC revenues ($18.2 million) at CL&P.

Amortization of RRBs increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the addition of NSTAR Electric’s amortization ($22.6 million and $45.2 million, respectively).

Energy Efficiency Programs increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the addition of NSTAR's operations ($58 million and $99.7 million, respectively).

Taxes Other Than Income Taxes increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the addition of NSTAR's operations ($32.6 million and $63.6 million, respectively).

Interest Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
					Increase/								Increase/
(Millions of Dollars)	2012		2011		(Decrease)		Percent		2012 (a)		2011		(Decrease)		Percent
Interest on Long-Term Debt	$	86.5	$	57.5	$	29.0	50.4	%	$	233.4	$	171.9	$	61.5	35.8	%
Interest on RRBs		1.7		2.0		(0.3)	(15.0)			5.2		6.9		(1.7)	(24.6)
Other Interest		2.2		4.4		(2.2)	(50.0)			7.3		5.9		1.4	23.7
	$	90.4	$	63.9	$	26.5	41.5	%	$	245.9	$	184.7	$	61.2	33.1	%
(a) The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.

Interest Expense increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the addition of NSTAR's operations ($24.6 million and $48.4 million, respectively).  The additional increase in Interest on Long-Term Debt was a result of the $260 million new long-term debt issuances in September 2011.  

Other Income, Net
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012 (a)		2011		Decrease		Percent
Other Income, Net	$	4.3	$	1.4	$	2.9	(b)	%	$	14.9	$	19.1	$	(4.2)	(22.0)	%
(a) The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.
(b) Percent greater than 100 percent not shown since it is not meaningful.

Other Income, Net increased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to net gains on the NU supplemental benefit trust in 2012, compared to net losses in 2011.

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Other Income, Net decreased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to lower AFUDC related to equity funds at PSNH, as the Clean Air Project was placed into service in September 2011, partially offset by net gains on the NU supplemental benefit trust in 2012, compared to net losses in 2011.

Income Tax Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012 (a)		2011		Increase		Percent
Income Tax Expense	$	117.4	$	49.9	$	67.5	(b)	%	$	199.4	$	157.9	$	41.5	26.3	%
(a) The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.
(b) Percent greater than 100 percent not shown since it is not meaningful.

Income Tax Expense increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the higher pre-tax earnings ($71.4 million and $94.4 million, respectively), higher state taxes ($5.1 million and $6.2 million, respectively) and lower items that directly impact our tax return as a result of regulatory actions (“flow through” items) ($4 million for the nine months ended), partially offset by PURA and DPU settlement impacts ($41 million for the nine months ended) and merger impacts ($8.3 million and $22.9 million, respectively).

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RESULTS OF OPERATIONS – THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY

The following table provides the amounts and variances in operating revenues and expense line items for the unaudited condensed consolidated statements of income for CL&P included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012 and 2011:

			Operating Revenues and Expenses								Operating Revenues and Expenses
			For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)			2012		2011		Increase/		Percent		2012		2011		Increase/		Percent
							(Decrease)								(Decrease)
Operating Revenues			$	658.1	$	673.7	$	(15.6)	(2.3)	%	$	1,812.2	$	1,955.4	$	(143.2)	(7.3)	%
Operating Expenses:
	Purchased Power and Transmission			241.0		266.4		(25.4)	(9.5)			658.7		768.7		(110.0)	(14.3)
	Operations and Maintenance			141.9		130.7		11.2	8.6			480.3		403.1		77.2	19.2
	Depreciation			41.9		39.7		2.2	5.5			124.5		117.6		6.9	5.9
	Amortization of Regulatory Assets, Net			8.7		15.7		(7.0)	(44.6)			19.9		48.0		(28.1)	(58.5)
	Energy Efficiency Programs			25.2		24.9		0.3	1.2			68.2		69.7		(1.5)	(2.2)
	Taxes Other Than Income Taxes			59.7		58.6		1.1	1.9			168.6		169.8		(1.2)	(0.7)
		Total Operating Expenses		518.4		536.0		(17.6)	(3.3)			1,520.2		1,576.9		(56.7)	(3.6)
Operating Income			$	139.7	$	137.7	$	2.0	1.5	%	$	292.0	$	378.5	$	(86.5)	(22.9)	%

Operating Revenues
CL&P's retail sales were as follows:
	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012	2011	Increase	Percent		2012	2011	Decrease	Percent
Retail Sales in GWh	6,235	6,159	76	1.2	%	16,843	17,185	(342)	(2.0)	%

CL&P's Operating Revenues decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to:

·

A $19.7 million and $122.5 million decrease, respectively, in distribution revenues related to the portions that are included in PURA approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future periods.  The tracked distribution revenues decreased due primarily to lower GSC and FMCC supply-related revenues ($35.9 million and $126.3 million, respectively), lower CTA revenues ($10.8 million and $33.1 million, respectively), lower wholesale revenues ($10 million and $33.4 million, respectively), and lower retail transmission revenues ($14.6 million for the nine months ended).  The lower GSC and FMCC supply-related revenues were due primarily to lower customer rates resulting from lower average supply prices and lower sales related to additional customer migration to third party electric suppliers in 2012.  Partially offsetting these decreases were higher FMCC delivery-related revenues ($20.3 million and $68.8 million, respectively), higher retail SBC revenues ($6.8 million and $18.2 million, respectively) and higher retail transmission revenues ($10.6 million for the three months ended).

·

An $8.2 million decrease in the portion of distribution revenues that impacts earnings for the nine months ended September 30, 2012, compared to the same period in 2011, due primarily to lower sales volume related to the warmer than normal weather in the heating season of 2012, as compared to the heating season of 2011.

Partially offset by:

·

Higher transmission revenues ($5.6 million for the three months ended) resulting from an increased level of investment in transmission infrastructure and the recovery of higher overall expenses, which are subject to tracking mechanisms or processes (tracked) and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.

·

A $3.8 million increase in the portion of distribution revenues that impacts earnings for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to higher sales volume resulting from warmer than normal weather, as compared to the same period in 2011.

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Purchased Power and Transmission decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the following:

	Three Months Ended		Nine Months Ended
(Millions of Dollars)	Increase/(Decrease)		Increase/(Decrease)
GSC Supply Costs	$	(25.0)	$	(98.2)
Transmission Costs		4.5		(28.4)
Deferred Fuel Costs		(7.2)		(28.5)
Purchased Power Contracts		(5.0)		(13.8)
CfD Costs		8.8		62.7
Other		(1.5)		(3.8)
	$	(25.4)	$	(110.0)

The decrease in GSC supply costs was due to lower average supply prices and lower sales.  The lower sales were due primarily to additional customer migration to third party electric suppliers.  These GSC supply costs are the contractual amounts CL&P must pay to various suppliers that have been awarded the right to supply SS and LRS load through a competitive solicitation process.  These costs are included in PURA approved tracking mechanisms and do not impact earnings.  

Operations and Maintenance increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the establishment of a reserve related to major storm costs ($40 million) and a bill credit to customers ($25 million) in the second quarter of 2012 as a result of the Connecticut settlement agreement.  In addition, there were higher distribution business expenses mainly as a result of general and administrative expenses related to higher pension costs ($5.3 million and $15.4 million, respectively) and higher vegetation management costs ($5 million and $13.2 million, respectively).  There were also higher distribution costs related to customer EIA incentives, which are tracked and fully recoverable through tracking mechanisms ($4.8 million and $5.1 million, respectively).  Partially offsetting these increases was a decrease in the amortization of the regulatory deferral allowed in the 2010 rate case decision ($1.9 million and $19.6 million, respectively).

Amortization of Regulatory Assets, Net decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to higher CTA transition costs ($1.9 million and $12 million, respectively) and lower CTA revenues ($10.8 million and $33.1 million, respectively).  Partially offsetting these impacts were lower SBC costs ($3.8 million and $7.4 million, respectively) and higher retail SBC revenues ($6.8 million and $18.2 million, respectively).

Interest Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
					Increase/								Increase/
(Millions of Dollars)	2012		2011		(Decrease)		Percent		2012		2011		(Decrease)		Percent
Interest on Long-Term Debt	$	31.4	$	33.3	$	(1.9)	(5.7)	%	$	94.7	$	100.1	$	(5.4)	(5.4)	%
Other Interest		2.2		1.9		0.3	15.8			6.2		(0.8)		7.0	(a)
	$	33.6	$	35.2	$	(1.6)	(4.5)	%	$	100.9	$	99.3	$	1.6	1.6	%
(a) Percent greater than 100 percent not shown since it is not meaningful.

Interest on Long-Term Debt decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the refinancing of the PCRBs at a lower interest rate in October 2011.  

Other Interest increased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to the resolution in 2011 of state tax matters concerning the calculation of interest on outstanding amounts, which resulted in a reduction to Other Interest in 2011.  In addition, there were higher short-term borrowings resulting in higher interest expense.

Other Income/(Loss), Net
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Increase		Percent
Other Income/(Loss), Net	$	2.9	$	(2.4)	$	5.3	(a)	%	$	8.6	$	4.3	$	4.3	100.0	%
(a) Percent greater than 100 percent not shown as it is not meaningful.

Other Income/(Loss), Net increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to net gains on the NU supplemental benefit trust in 2012, compared to net losses in 2011.

Income Tax Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Decrease		Percent
Income Tax Expense	$	34.1	$	33.6	$	0.5	1.5	%	$	63.9	$	100.1	$	(36.2)	(36.2)	%

Income Tax Expense increased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to higher pre-tax earnings ($2.7 million), partially offset by lower state income taxes and other impacts ($2.2 million).  

69

Income Tax Expense decreased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to Connecticut settlement agreement impacts ($26.6 million), lower pre-tax earnings ($6.3 million) and lower state income taxes and other impacts ($3.3 million).

LIQUIDITY

CL&P had cash flows provided by operating activities of $148.2 million in the first nine months of 2012, compared with cash flows provided by operating activities of $486.6 million in the first nine months of 2011.  The reduced cash flows were due primarily to $164.3 million of cash disbursements for storm costs primarily associated with Tropical Storm Irene and the October 2011 snowstorm made in the first nine months of 2012, as compared to approximately $64 million in the first nine months of 2011, $27 million in bill credits provided to residential customers in February 2012 related to the October 2011 snowstorm, $25 million in bill credits to customers associated with the Connecticut settlement agreement, and negative cash flow impacts associated with an increase in accounts receivable primarily attributable to an increase in regional network service transmission receivables from ISO-New England. In addition, CL&P had lower recovery of its deferred operation and maintenance costs in the first nine months of 2012, compared to the first nine months of 2011, creating a negative cash flow impact of $21 million.  Offsetting these negative cash flow impacts was an increase in intercompany income tax settlements in the first nine months of 2012 compared to the first nine months of 2011, creating a positive cash flow impact of $19.1 million.

Cash capital expenditures included on the accompanying unaudited condensed consolidated statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, the AFUDC related to equity funds, and the capitalized portions of pension and PBOP expense or income.  CL&P's cash capital expenditures totaled $332.3 million in the first nine months of 2012, compared with $305.6 million in the first nine months of 2011.  

On July 25, 2012, NU, CL&P, NSTAR LLC, NSTAR Gas, PSNH, WMECO, and Yankee Gas jointly entered into a five-year $1.15 billion revolving credit facility.  The new facility replaced (1) the NSTAR LLC revolving credit facility of $175 million that served to backstop a commercial paper program utilized by NSTAR LLC and was scheduled to expire on December 31, 2012, (2) the NSTAR Gas revolving credit facility of $75 million that expired on June 8, 2012, and (3) the CL&P, PSNH, WMECO, and Yankee Gas joint three-year $400 million and NU parent three-year $500 million unsecured revolving credit facilities that were scheduled to expire on September 24, 2013.  The new facility expires on July 25, 2017.  As of September 30, 2012, CL&P had $372.8 million in intercompany short-term borrowings under the NU commercial paper program.  The weighted average interest rate on these borrowings as of September 30, 2012 was 0.458 percent.

CL&P has a separate five-year $300 million unsecured revolving credit facility that expires on March 26, 2017.  CL&P had no borrowings outstanding under this facility as of September 30, 2012.

On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million.  The PCRBs carried coupons that ranged from5.85 percent to 5.95 percent and maturities that ranged from 2016 through 2028.

Financing activities in the first nine months of 2012 included $100.5 million in common stock dividends paid to NU parent, an increase in intercompany short-term borrowings of $314.3 million, and a decrease in short-term notes payable to banks of $31 million.

CL&P uses available capital resources to fund its construction expenditures, meet debt requirements, to pay costs, including storm-related costs, and dividends and to fund its other obligations.  The current growth in CL&P’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period.  In addition, CL&P operates in an environment where recovery of its distribution construction expenditures takes place over an extended period of time.  As well, the future recovery of its deferred storm-related costs, which must be approved by the PURA, will take place over a six-year period for those costs deferred as a result of 2011 activity (as covered by the Connecticut Settlement Agreement) and over an extended period of time for those storm costs incurred related to Hurricane Sandy.  This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs.  These factors have resulted in CL&P’s current liabilities exceeding current assets by approximately $558 million as of September 30, 2012.

As of September 30, 2012, approximately $241 million of CL&P's current liabilities relates to long-term debt that will be paid in the next 12 months.  CL&P, with credit ratings among the highest in the industry, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt.  CL&P will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, as deemed appropriate given our capital requirements and maintenance of our credit rating and profile.  Management expects the future operating cash flows of CL&P, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.

70

RESULTS OF OPERATIONS – NSTAR ELECTRIC COMPANY AND SUBSIDIARIES

The following table provides the amounts and variances in operating revenues and expense line items for the unaudited condensed consolidated statements of income for NSTAR Electric included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012 and 2011:

			Operating Revenues and Expenses								Operating Revenues and Expenses
			For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)			2012		2011		Increase/		Percent		2012		2011		Increase/		Percent
							(Decrease)								(Decrease)
Operating Revenues			$	693.7	$	724.7	$	(31.0)	(4.3)	%	$	1,784.8	$	1,854.5	$	(69.7)	(3.8)	%
Operating Expenses:
	Purchased Power and Transmission			222.8		262.1		(39.3)	(15.0)			622.3		717.2		(94.9)	(13.2)
	Operations and Maintenance			83.3		101.0		(17.7)	(17.5)			340.6		286.0		54.6	19.1
	Depreciation			42.5		40.4		2.1	5.2			127.7		123.6		4.1	3.3
	Amortization of Regulatory Assets, Net			41.9		27.1		14.8	54.6			87.9		56.7		31.2	55.0
	Amortization of Rate Reduction Bonds			22.6		22.6		-	-			67.7		67.7		-	-
	Energy Efficiency Programs			56.0		59.2		(3.2)	(5.4)			138.4		132.2		6.2	4.7
	Taxes Other Than Income Taxes			30.5		28.6		1.9	6.6			89.7		84.1		5.6	6.7
		Total Operating Expenses		499.6		541.0		(41.4)	(7.7)			1,474.3		1,467.5		6.8	0.5
Operating Income			$	194.1	$	183.7	$	10.4	5.7	%	$	310.5	$	387.0	$	(76.5)	(19.8)	%

Operating Revenues
NSTAR Electric's retail sales were as follows:
	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012	2011	Increase	Percent		2012	2011	Decrease	Percent
Retail Sales in GWh	6,136	6,056	80	1.3	%	16,189	16,439	(250)	(1.5)	%

NSTAR Electric's Operating Revenues decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to:

·

A $29.2 million and $66.2 million decrease, respectively, in distribution revenues related to the portions that are included in DPU approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future periods.  This decrease primarily related to lower purchased power and transmission costs ($11.6 million and $13.9 million, respectively), lower retail transmission revenues ($3 million and $13.8 million, respectively) and lower PAM revenues ($5.8 million and $14 million, respectively).

Partially offset by:

·

A $2.8 million and $18.1 million increase, respectively, in transmission revenues resulting from an increased level of investment in transmission infrastructure and the recovery of higher overall expenses, which are tracked and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.

·

A $7.4 million increase in the portion of distribution revenues that impacts earnings due primarily to a 1.3 percent increase in retail sales and a positive annual inflation rate adjustment for the three months ended September 30, 2012, as compared to the same period in 2011.

Purchased Power and Transmission decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to the following:  

	Three Months Ended		Nine Months Ended
(Millions of Dollars)	Increase/(Decrease)		Increase/(Decrease)
Purchased Power Contracts	$	(14.2)	$	(42.7)
Basic Service Costs		(30.3)		(39.7)
Transmission Costs		(10.8)		(31.5)
Deferred Fuel Costs		17.7		21.7
Other		(1.7)		(2.7)
	$	(39.3)	$	(94.9)

The decrease in purchased power contracts was due primarily to the expiration of certain contracts, the decrease in Basic Service costs was due primarily to lower average supply prices and additional customer migration to third party electric suppliers and the decrease in transmission costs was due primarily to a higher transmission cost deferral that will be recovered in future periods.  The increase in deferred fuel costs was due primarily to lower average supply prices, as compared to the prices projected when Basic Service rates were set.  These costs are included in DPU approved tracking mechanisms and do not impact earnings.

71

Operations and Maintenance decreased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to a decrease in vegetation management costs ($6.3 million), contractor expense ($2.3 million), labor-related costs ($1.6 million), rights of way clearing costs ($1.6 million), and storm-related costs ($1.4 million).  

Operations and Maintenance increased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to the cumulative adjustment recorded to establish a reserve against the regulatory asset related to Basic Service bad debt costs ($28 million).  In addition, first quarter 2012 adjustments were recognized for changes in accounting estimates related primarily to the allowance for doubtful accounts, workers’ compensation, employee medical benefits, and general liability claims ($18.7 million).  In addition, a bill credit to customers ($15 million) was recorded in the second quarter of 2012 as a result of the Massachusetts settlement agreement.  Also contributing to the increase in costs was an incident in March 2012 involving a substation fire in theBack Bay/Prudential area of Boston ($11.8 million).  These increases were partially offset by lower storm-related expense ($2.1 million).  

Amortization of Regulatory Assets, Net, increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to higher amortization related to transition costs.  

Energy Efficiency Programs decreased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to the timing of the recovery of energy efficiency spending, compared to energy efficiency revenues during the period.

Energy Efficiency Programs increased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU.  The costs are fully recovered through DPU tracking mechanisms.

Interest Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
					Increase/								Increase/
(Millions of Dollars)	2012		2011		(Decrease)		Percent		2012		2011		Decrease		Percent
Interest on Long-Term Debt	$	22.4	$	22.5	$	(0.1)	(0.4)	%	$	66.9	$	67.7	$	(0.8)	(1.2)	%
Interest on RRBs		0.8		1.7		(0.9)	(52.9)			3.1		5.8		(2.7)	(46.6)
Other Interest		(4.7)		(6.3)		1.6	25.4			(16.1)		(21.7)		5.6	25.8
	$	18.5	$	17.9	$	0.6	3.4	%	$	53.9	$	51.8	$	2.1	4.1	%

Other Interest increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to a reduction in regulatory interest income primarily from deferred transition costs ($1.4 million and $4 million, respectively) and reduced interest income from legal matters ($3.2 million for the nine months ended), partially offset by a decrease in the interest expense related to tax issues ($1.9 million for the nine months ended), due to the receipt of a 2001 through 2007 tax settlement in June 2011.

Other Income/(Loss), Net
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Increase		Percent
Other Income/(Loss), Net	$	0.5	$	(0.4)	$	0.9	(a)	%	$	1.8	$	1.3	$	0.5	38.5	%
(a) Percent greater than 100 percent not shown as it is not meaningful.

Other Income/(Loss), Net increased for the three and nine months ended September 30, 2012, as compared to the same periods of 2011, due primarily to higher cash surrender values from executive life insurance policies.  

Income Tax Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Decrease		Percent
Income Tax Expense	$	69.4	$	65.6	$	3.8	5.8	%	$	102.2	$	133.1	$	(30.9)	(23.2)	%

Income Tax Expense increased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to higher pre-tax earnings ($4.3 million).

Income Tax Expense decreased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to lower pre-tax earnings ($23.7 million), Massachusetts settlement agreement impacts ($5.9 million) and merger impacts ($1 million).

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EARNINGS SUMMARY

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		2012		2011
Income Before Merger and Related Costs	$	107.0	$	99.9	$	167.0	$	204.0
Merger and Related Costs (after-tax)		(0.2)		(0.1)		(10.8)		(0.6)
Net Income	$	106.8	$	99.8	$	156.2	$	203.4

The after-tax merger and related settlement costs for the nine months ended September 30, 2012 consisted of approximately $17.7 million (pre-tax) of charges for customer bill credits related to the Massachusetts settlement agreement, transaction and integration-related costs, and compensation costs.

Excluding the merger and related settlement costs, NSTAR Electric’s third quarter 2012 earnings were $7.1 million higher than the same period of 2011 due primarily to a lower level of operations and maintenance costs, including lower vegetation management costs, lower storm-related costs, lower distribution maintenance costs, and lower labor-related costs.  Also impacting earnings were higher transmission revenues related to an increased level of investment in transmission infrastructure.  Partially offsetting these impacts was a higher level of depreciation and municipal property tax expense due primarily to the increase in infrastructure.

Excluding the merger and related settlement costs, NSTAR Electric’s earnings for the nine months ended September 30, 2012 were $37 million lower than the same period in 2011 due primarily to the first quarter 2012 adjustment recorded to establish a reserve against the regulatory asset related to Basic Service bad debt costs ($17 million), and the first quarter 2012 adjustments recognized for changes in accounting estimates related primarily to the allowance for doubtful accounts, workers’ compensation, employee medical benefits, and general liability claims ($11.4 million).  Also contributing to the increase in costs was an incident in March 2012 involving a substation fire in theBack Bay/Prudential area of Boston ($7.2 million), a reserve recorded relating to lost base revenues based on developments during hearings in the merger proceeding ($3 million), also impacting is the timing of maintenance ($3.6 million), and higher depreciation and property taxes ($5.9 million).  These factors are partially offset by higher transmission revenues due to an increased level of investment in transmission infrastructure ($8.8 million).  

CAPITAL EXPENDITURES

A summary of capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized portions of pension and PBOP expense or income, is as follows:

	For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011
Transmission	$	110.7	$	80.7
Distribution:
Basic Business		40.8		55.1
Aging Infrastructure		119.1		77.1
Load Growth		11.1		22.1
Total Distribution		171.0		154.3
Total Capital Expenditures	$	281.7	$	235.0

LIQUIDITY

NSTAR Electric had cash flows provided by operating activities in the first nine months of 2012 of $348.2 million, compared with operating cash flows of $497.6  million in the first nine months of 2011 (amounts are net of RRB payments, which are included in financing activities).  The decreased cash flows in 2012 were due primarily to the absence in the first nine months of 2012 of income tax refunds received during the same period of 2011.  For the first nine months of 2012, NSTAR Electric made income tax payments of $78 million, as compared to income tax refunds of $94.1 million in the first nine months of 2011.  NSTAR Electric also provided $15 million in bill credits to its customers in connection with the Massachusetts settlement agreement in the first nine months of 2012.  Offsetting these negative cash flow impacts was a reduction in Pension Plan contributions during the first nine months of 2012, as compared to the same period in 2011, of approximately $43 million.

Cash capital expenditures included on the accompanying unaudited condensed consolidated statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portion of pension expense.  NSTAR Electric's cash capital expenditures totaled $298.4 million for the nine months ended September 30, 2012, compared with $234.2 million for the nine months ended September 30, 2011.  

Financing activities for the nine months ended September 30, 2012 included $188.7 million in common dividends paid to NSTAR in the first quarter of 2012 and NSTAR LLC in the second and third quarter of 2012, and an increase in short-term debt borrowings of $119.5 million.   

73

RESULTS OF OPERATIONS – PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

The following table provides the amounts and variances in operating revenues and expense line items for the unaudited condensed consolidated statements of income for PSNH included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012 and 2011:  

			Operating Revenues and Expenses								Operating Revenues and Expenses
			For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)			2012		2011		Increase/		Percent		2012		2011		Increase/		Percent
							(Decrease)								(Decrease)
Operating Revenues			$	256.9	$	259.6	$	(2.7)	(1.0)	%	$	755.0	$	769.3	$	(14.3)	(1.9)	%
Operating Expenses:
	Purchased Power, Fuel and Transmission			76.0		77.7		(1.7)	(2.2)			239.1		247.1		(8.0)	(3.2)
	Operations and Maintenance			67.5		65.3		2.2	3.4			201.0		205.8		(4.8)	(2.3)
	Depreciation			22.3		18.4		3.9	21.2			65.3		54.4		10.9	20.0
	Amortization of Regulatory Assets/
		(Liabilities), Net		(6.3)		17.3		(23.6)	(a)			(6.2)		35.3		(41.5)	(a)
	Amortization of Rate Reduction Bonds			16.1		13.6		2.5	18.4			43.9		39.8		4.1	10.3
	Energy Efficiency Programs			4.0		3.7		0.3	8.1			10.8		9.6		1.2	12.5
	Taxes Other Than Income Taxes			16.0		15.1		0.9	6.0			47.4		44.0		3.4	7.7
		Total Operating Expenses		195.6		211.1		(15.5)	(7.3)			601.3		636.0		(34.7)	(5.5)
Operating Income			$	61.3	$	48.5	$	12.8	26.4	%	$	153.7	$	133.3	$	20.4	15.3	%
(a) Percent greater than 100 percent not shown as it is not meaningful.

Operating Revenues
PSNH's retail sales were as follows:
	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012	2011	Increase	Percent		2012	2011	Decrease	Percent
Retail Sales in GWh	2,127	2,091	36	1.7	%	5,888	5,924	(36)	(0.6)	%

PSNH's Operating Revenues decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to:

·

An $8.2 million and $40.4 million decrease, respectively, in distribution revenues related to the portions that are included in NHPUC approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future periods.  This decrease primarily related to lower purchased power and fuel costs ($33 million and $57.7 million, respectively), lower retail transmission revenues ($9.3 million for the nine months ended) and lower wholesale revenues ($5.9 million for the nine months ended).  These lower revenues were offset by higher SCRC revenues ($17.1 million and $18.6 million, respectively), retail transmission revenues ($3.4 million for the three months ended) and RECs ($2.2 million and $7.3 million, respectively).  

Partially offset by:

·

An increase related to the sale of oil to a third party ($20.8 million) in the second quarter of 2012, resulting in a benefit to customers through lower ES rates that does not impact earnings.  

·

A $2.3 million and $8.8 million, respectively, increase in transmission revenues resulting from an increased level of investment in transmission infrastructure and the recovery of higher overall expenses, which are tracked and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.

·

A $5 million increase in the portion of distribution revenues that impacts earnings for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to the favorable impact of the 2010 rate case decision related to the additional increase to annualized rates that was effective July 1, 2012 and higher sales volume resulting from warmer than normal weather in 2012, as compared to the same period in 2011.

Purchased Power, Fuel and Transmission decreased for the three and nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to a decrease in purchased power costs, partially offset by an increase in purchased transmission costs.  The decrease in purchased power costs was primarily due to an increase in ES customer migration to third party suppliers.

Operations and Maintenance increased for the three months ended September 30, 2012, as compared to the same period in 2011, as a result of higher routine distribution maintenance expense ($4.1 million) and higher distribution vegetation management costs ($1.3 million), partially offset by a decrease in allocated distribution overhead costs ($2.7 million).

Operations and Maintenance decreased for the nine months ended September 30, 2012, as compared to the same period in 2011, as a result of lower maintenance costs at the generation business due to less planned outage maintenance in 2012 ($9.2 million), partially offset by higher routine distribution maintenance ($2.6 million) and higher distribution vegetation management costs ($2 million).

74

Depreciation increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to higher utility plant balances resulting from completed construction projects placed into service related to PSNH's capital programs.

Amortization of Regulatory Assets/(Liabilities), Net decreased for the three months ended September 30, 2012, as compared to the same period in 2011, due primarily to a decrease in ES amortization ($34.9 million), partially offset by an increase in SCRC and TCAM amortization ($11.8 million and $1.2 million, respectively).

Amortization of Regulatory Assets/(Liabilities), Net decreased for the nine months ended September 30, 2012, as compared to the same period in 2011, due primarily to a decrease in ES and TCAM amortization ($23.9 million and $18.5 million, respectively).

Interest Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
					Increase/								Increase/
(Millions of Dollars)	2012		2011		(Decrease)		Percent		2012		2011		(Decrease)		Percent
Interest on Long-Term Debt	$	11.4	$	8.5	$	2.9	34.1	%	$	34.5	$	25.4	$	9.1	35.8	%
Interest on RRBs		0.6		1.5		(0.9)	(60.0)			2.4		5.0		(2.6)	(52.0)
Other Interest		0.6		0.4		0.2	50.0			1.3		0.8		0.5	62.5
	$	12.6	$	10.4	$	2.2	21.2	%	$	38.2	$	31.2	$	7.0	22.4	%

Interest Expense increased for the three and nine months ended September 30, 2012, as compared to the same periods of 2011, due primarily to an increase in Interest on Long-Term Debt, which was the result of a reduction in AFUDC related to borrowed funds as the Clean Air Project was placed into service in September 2011 ($1.6 million and $5.2 million, respectively).  The additional increase in Interest on Long-Term Debt was a result of the $160 million long-term debt issuance in September 2011.

Other Income/(Loss), Net
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Decrease		Percent		2012		2011		Decrease		Percent
Other Income/(Loss), Net	$	(0.4)	$	3.3	$	(3.7)	(a)	%	$	2.2	$	12.1	$	(9.9)	(81.8)	%
(a) Percent greater than 100 percent not shown as it is not meaningful.

Other Income/(Loss), Net decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to lower AFUDC related to equity funds as the Clean Air Project was placed into service in September 2011.

Income Tax Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Increase		Percent
Income Tax Expense	$	21.1	$	15.8	$	5.3	33.5	%	$	48.0	$	39.5	$	8.5	21.5	%

Income Tax Expense increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to lower flow-through items ($1.3 million and $3.4 million, respectively), higher pre-tax earnings ($2.4 million and $1.5 million, respectively), higher state taxes ($0.2 million and $2 million, respectively) and provision to return ($0.8 million and $0.8 million, respectively).

LIQUIDITY

PSNH had cash flows provided by operating activities of $136.5 million in the first nine months of 2012, compared with operating cash flows of $161 million in the first nine months of 2011 (amounts are net of RRB payments, which are included in financing activities).  The reduced cash flows were due primarily to $8.7 million of 2012 cash disbursements for storm costs associated with Tropical Storm Irene and the October 2011 snowstorm and income tax payments of $9.3 million in the first nine months of 2012, compared to income tax refunds of $29.9 million in the first nine months of 2011.Offsetting the negative cash flow impacts were reduced coal and fuel inventories in the first nine months of 2012 creating a positive cash flow impact of $23.1 million, as compared to reduced coal and fuel inventories in the first nine months of 2011 creating a positive cash flow impact of $9.5 million.The reduction of fuel inventories in the first nine months of 2012 is primarily attributable to the sale of oil to a third party for $20.8 million.  

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RESULTS OF OPERATIONS – WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

The following table provides the amounts and variances in operating revenues and expense line items for the unaudited condensed consolidated statements of income for WMECO included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012 and 2011:

			Operating Revenues and Expenses								Operating Revenues and Expenses
			For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)			2012		2011		Increase/		Percent		2012		2011		Increase/		Percent
							(Decrease)								(Decrease)
Operating Revenues			$	112.5	$	104.5	$	8.0	7.7	%	$	333.3	$	309.6	$	23.7	7.7	%
Operating Expenses:
	Purchased Power and Transmission			32.0		41.2		(9.2)	(22.3)			105.3		124.4		(19.1)	(15.4)
	Operations and Maintenance			24.8		19.2		5.6	29.2			75.2		60.5		14.7	24.3
	Depreciation			7.5		6.7		0.8	11.9			22.1		19.6		2.5	12.8
	Amortization of Regulatory Assets, Net			1.0		2.8		(1.8)	(64.3)			0.6		3.6		(3.0)	(83.3)
	Amortization of Rate Reduction Bonds			4.4		4.1		0.3	7.3			13.1		12.3		0.8	6.5
	Energy Efficiency Programs			9.2		6.1		3.1	50.8			19.7		16.5		3.2	19.4
	Taxes Other Than Income Taxes			5.5		4.6		0.9	19.6			15.4		13.4		2.0	14.9
		Total Operating Expenses		84.4		84.7		(0.3)	(0.4)			251.4		250.3		1.1	0.4
Operating Income			$	28.1	$	19.8	$	8.3	41.9	%	$	81.9	$	59.3	$	22.6	38.1	%

Operating Revenues
WMECO's retail sales were as follows:
	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012	2011	Increase	Percent		2012	2011	Decrease	Percent
Retail Sales in GWh	1,008	999	9	0.9	%	2,788	2,817	(29)	(1.0)	%

WMECO's Operating Revenues increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to:

·

An $8.5 million and $30 million increase, respectively, in transmission revenues resulting from an increased level of investment in transmission infrastructure, primarily related to the NEEWS project, and the recovery of higher overall expenses, which are tracked and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.

·

An increase in the portion of distribution revenues that impacts earnings related to the absence in 2012 of the establishment of a reserve related to a wholesale billing adjustment in the third quarter of 2011 ($5 million).

Partially offset by:

·

A $3.2 million and $4.7 million decrease, respectively, in distribution revenues related to the portions that are included in DPU approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections to be recovered from customers in future periods.  Included in these amounts are Basic Service costs, pension and C&LM collections.  

Purchased Power and Transmission decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to lower purchased transmission costs and lower Basic Service costs.

Operations and Maintenance increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to a bill credit to customers ($3 million) in the second quarter of 2012 as a result of the Massachusetts settlement agreement.  In addition, there were higher pension costs ($1.1 million and $3.3 million, respectively), which are recovered through DPU approved tracking mechanisms and have no earnings impact, higher uncollectible expenses ($1.3 million and $2.5 million, respectively) and higher routine distribution maintenance costs ($1.2 million and $1.6 million, respectively).  

Depreciation increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to higher utility plant balances resulting from completed construction projects placed into service related to WMECO's capital programs.

Amortization of Regulatory Assets, Net decreased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to a decrease in amortization of the transition charge deferral.  

Energy Efficiency Programs increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to an increase in expenses attributable to an increase in spending in accordance with DPU approved energy efficiency programs.

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Interest Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
					Increase/								Increase/
(Millions of Dollars)	2012		2011		(Decrease)		Percent		2012		2011		(Decrease)		Percent
Interest on Long-Term Debt	$	5.8	$	4.9	$	0.9	18.4	%	$	17.5	$	14.4	$	3.1	21.5	%
Interest on RRBs		0.3		0.6		(0.3)	(50.0)			1.0		1.9		(0.9)	(47.4)
Other Interest		0.7		0.5		0.2	40.0			1.5		0.7		0.8	(a)
	$	6.8	$	6.0	$	0.8	13.3	%	$	20.0	$	17.0	$	3.0	17.6	%
(a) Percent greater than 100 percent not shown as it is not meaningful.

Interest Expense increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to higher Interest on Long-Term Debt resulting from a $100 million long-term debt issuance in September 2011.

Other Income/(Loss), Net
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Increase		Percent
Other Income/(Loss), Net	$	0.7	$	(0.7)	$	1.4	(a)	%	$	2.0	$	0.3	$	1.7	(a)	%
(a) Percent greater than 100 percent not shown as it is not meaningful.

Other Income/(Loss), Net increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to net gains on the NU supplemental benefit trust in 2012, compared to net losses in 2011.

Income Tax Expense
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(Millions of Dollars)	2012		2011		Increase		Percent		2012		2011		Increase		Percent
Income Tax Expense	$	8.0	$	4.6	$	3.4	73.9	%	$	24.4	$	16.0	$	8.4	52.5	%

Income Tax Expense increased for the three and nine months ended September 30, 2012, as compared to the same periods in 2011, due primarily to higher pre-tax earnings ($3.5 million and $9.5 million, respectively), partially offset by Massachusetts settlement agreement impacts ($1.2 million for the nine months ended) and a regulatory decision that reduced a non-plant flow through difference ($1 million for the nine months ended).

LIQUIDITY

WMECO had cash flows provided by operating activities of $44.9 million in the first nine months of 2012, compared with operating cash flows of $76.4 million in the first nine months of 2011 (amounts are net of RRB payments, which are included in financing activities).  The reduced cash flows were due primarily to $14.7 million of 2012 cash disbursements for storm costs attributable to Tropical Storm Irene and the October 2011 snowstorm, negative cash flow impacts associated with under collections on transmission regulatory tracking mechanisms of $28.8 million in the first nine months of 2012, as compared to the same period in 2011, and $3 million in bill credits to customers associated with the Massachusetts settlement agreement.  Offsetting these negative cash flow impacts was the absence in 2012 of $6.9 million of cash disbursements associated with a cash flow hedge settlement in the first nine months of 2011 and intercompany income tax settlements with affiliates in the first nine months of 2012 of $9.4 million, compared to intercompany income tax settlements with affiliates of $3.5 million in the first nine months of 2011.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Information

Commodity Price Risk Management:  Our Regulated companies enter into energy contracts to serve our customers and the economic impacts of those contracts are passed on to our customers.  Accordingly, the Regulated companies have no exposure to loss of future earnings or fair values due to these market risk-sensitive instruments.  The remaining unregulated wholesale portfolio held by Select Energy includes contracts that are market risk-sensitive, including a wholesale energy sales contract through 2013 with an agency comprised of municipalities with approximately 38 thousand remaining MWh of supply contract volumes, net of related sales volumes.  

As Select Energy's contract volumes are winding down, and as the wholesale energy sales contract is substantially hedged against price risks, we have limited exposure to commodity price risks.  We have not entered into any energy contracts for trading purposes.  For Select Energy’s wholesale energy portfolio derivatives, we utilize the sensitivity analysis methodology to disclose quantitative information for our commodity price risks.  Sensitivity analysis provides a presentation of the potential loss of future pre-tax earnings and fair values from our market risk-sensitive contracts due to one or more hypothetical changes in commodity price components, or other similar price changes.  A hypothetical 30 percent increase or decrease in forward energy, ancillary or capacity prices would not have a material impact on earnings.

Other Risk Management Activities

Interest Rate Risk Management: We manage our interest rate risk exposure in accordance with our written policies and procedures by maintaining a mix of fixed and variable rate long-term debt.  

Credit Risk Management: Credit risk relates to the risk of loss that we would incur as a result of non-performance by counterparties pursuant to the terms of our contractual obligations.  We serve a wide variety of customers and suppliers that include independent power producers, industrial companies, gas and electric utilities, oil and gas producers, financial institutions, and other energy marketers.  Margin accounts exist within this diverse group, and we realize interest receipts and payments related to balances outstanding in these margin accounts.  This wide customer and supplier mix generates a need for a variety of contractual structures, products and terms that, in turn, require us to manage the portfolio of market risk inherent in those transactions in a manner consistent with the parameters established by our risk management process.

If the respective unsecured debt ratings of NU parent were reduced to below investment grade by either Moody’s or S&P, certain of NU’s contracts would require additional collateral to be provided to counterparties and independent system operators.  If such an event occurred as of September 30, 2012, NU would have been required to provide additional collateral.  NU would have been and remains able to provide that collateral.  

For further information on cash collateral deposited and posted with counterparties as well as any cash collateral netted against the fair value of the related derivative contracts, see Note 5, "Derivative Instruments," to the unaudited condensed consolidated financial statements.  

We have provided additional disclosures regarding interest rate risk management and credit risk management in Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in NU's 2011 Form 10-K and in the NSTAR 2011 Form 10-K, which are incorporated herein by reference. There have been no additional risks identified and no material changes with regard to the items previously disclosed in these 2011 Form 10-Ks.

ITEM 4.

CONTROLS AND PROCEDURES

Management, on behalf of NU, CL&P, NSTAR Electric, PSNH and WMECO, evaluated the design and operation of the disclosure controls and procedures as of September 30, 2012 to determine whether they are effective in ensuring that the disclosure of required information is made timely and in accordance with the Securities Exchange Act of 1934 and the rules and regulations of the SEC.  This evaluation was made under management's supervision and with management's participation, including the principal executive officers and principal financial officer as of the end of the period covered by this Quarterly Report on Form 10-Q.  There are inherent limitations of disclosure controls and procedures, including the possibility of human error and the circumventing or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.  The principal executive officers and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of NU, CL&P, NSTAR Electric, PSNH and WMECO are effective to ensure that information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and regulations and (ii) is accumulated and communicated to management, including the principal executive officers and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There have been no changes in internal controls over financial reporting for NU, CL&P, NSTAR Electric, PSNH and WMECO during the quarter ended September 30, 2012, other than changes resulting from the merger with NSTAR as discussed below, that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.  

On April 10, 2012, NSTAR became a direct wholly owned subsidiary of NU.  NU is currently in the process of integrating NSTAR's operations, processes, and internal controls.  See Note 2, "Merger of NU and NSTAR," to the Combined Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the merger.

78

PART II.  OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are parties to various material legal proceedings. We have identified these legal proceedings in Part I, Item 3, “Legal Proceedings,” and elsewhere in NU’s 2011 Form 10-K, NSTAR’s 2011 Form 10-K and NSTAR Electric’s 2011 Form 10-K, which disclosures are incorporated herein by reference. Other than as described below, there have been no additional material legal proceedings identified and no material changes with regard to the legal proceedings previously disclosed in those filings.

1.

Yankee Companies v. U.S. Department of Energy

The Yankee Companies (YAEC, MYAPC, and CYAPC) commenced litigation in 1998 against the DOE charging that the federal government breached contracts it entered into with each company in 1983 under the Nuclear Waste Policy Act of 1982 to begin removing spent nuclear fuel from the respective nuclear plants no later than January 31, 1998 in return for payments by each company into the Nuclear Waste Fund.  The funds for those payments were collected from regional electric customers.  The Yankee Companies initially claimed damages for incremental spent nuclear fuel storage, security, construction and other costs through 2010.

In 2006, the Court of Federal Claims held that the DOE was liable for damages to CYAPC for $34.2 million through 2001, YAEC for $32.9 million through 2001 and MYAPC for $75.8 million through 2002.  In December 2006, the DOE appealed the decision and the Yankee Companies filed cross-appeals.  The Court of Appeals disagreed with the trial court’s method of calculation of the amount of the DOE’s liability, among other things, and vacated the decision of the Court of Federal Claims and remanded the case to make new findings consistent with its decision.  On September 7, 2010, the trial court issued its decision following remand, and judgment on the decision was entered on September 9, 2010.  The judgment awarded CYAPC $39.7 million, YAEC $21.2 million and MYAPC $81.7 million.  The DOE filed an appeal and the Yankee Companies cross-appealed on November 8, 2010.  Briefs were filed and oral arguments in the appeal of the remanded case occurred on November 7, 2011.  On May 18, 2012, the U.S. Court of Appeals for the Federal Circuit issued a unanimous panel decision in favor of the Yankee Companies upholding the trial court’s awards to each company in the remanded cases, and increasing YAEC damages by approximately $17 million to cover certain wet pool operating expenses.  On August 1, 2012, the DOE filed a petition asking the U.S. Court of Appeals for the Federal Circuit to reconsider its unanimous panel decision in favor of the Yankee Companies upholding the trial court’s awards to each company in the remanded cases.  On September 5, 2012, the U.S. Court of Appeals for the Federal Circuit denied the DOE’s petition.  As a result, the decision becomes final and non-appealable unless, within 90 days, the DOE files a petition for certiorari with the U.S. Supreme Court.  Interest on the judgments does not start to accrue until all appeals have been decided and/or all appeal periods have expired without appeals being filed.  The application of any damages, which are ultimately recovered to benefit customers, is established in the Yankee Companies’ FERC-approved rate settlement agreements, although implementation will be subject to the final determination of the FERC.

In December 2007, the Yankee Companies filed a second round of lawsuits against the DOE seeking recovery of actual damages incurred in the years following 2001 and 2002.  On November 18, 2011, the court ordered the record closed in the YAEC case, and closed the record in the CYAPC and MYAPC cases subject to a limited opportunity of the government to reopen the records for further limited proceedings.  The record was closed and the parties’ post-trial briefs were filed during the first quarter of 2012, and the case is now with the court for a decision.

2.

Connecticut MGP Cost Recovery

In September 2006, CL&P and Yankee Gas (the NU Companies) filed a complaint against UGI Utilities, Inc. (UGI) in the U.S. District Court for the District of Connecticut seeking past and future remediation costs related to historic MGP operations on thirteen sites currently or formerly owned by the NU Companies (Yankee Gas is responsible for ten of the sites, CL&P for two of the sites, and both companies share responsibility for one site) in a number of different locations throughout the State of Connecticut.  The NU Companies allege that UGI controlled operations of the plants at various times throughout the period 1883 to 1941, when UGI was forced to divest its interests.  Investigations and remediation activity and expenditures at the sites are ongoing.  A trial was held in April 2009.

On May 22, 2009, the court granted judgment in favor of the NU Companies with respect to the Waterbury-North site (a Yankee Gas site), and granted judgment in favor of UGI with respect to the remaining sites.  Judgment was entered on March 31, 2010.  The Phase II trial, which  determined what portion of the remediation costs at the Yankee Gas Waterbury-North site are attributable to UGI, was held in August and September, 2011.  On March 30, 2012, the Court issued a Memorandum of Decision allocating between 3.4 percent and 34 percent of remediation costs to UGI depending on the location of contamination on the Waterbury North site. Yankee Gas has requested reimbursement from UGI for approximately $81,000 for costs incurred to date.  The parties are discussing this request and future reimbursements.  Any recovery would flow back to Yankee Gas customers.   

3.

Conservation Law Foundation v. PSNH

On July 21, 2011, the Conservation Law Foundation (CLF) filed a citizens suit under the provisions of the federal Clean Air Act against PSNH alleging permitting violations at the company’s Merrimack generating station.  The suit alleges that PSNH failed to have proper permits for replacement of the Unit 2 turbine at Merrimack, installation of activated carbon injection equipment for the unit, and violated a permit condition concerning operation of the electrostatic precipitators at the station.  The suit seeks injunctive relief, civil penalties, and costs.  CLF has pursued similar claims before the NHPUC, the N.H. Air Resources Council, and the N.H. Site Evaluation Committee, all of which have been denied.  PSNH believes this suit is without merit and intends to defend it vigorously.  On

79

September 27, 2012, the federal court dismissed portions of CLF’s suit pertaining to the installation of activated carbon injection and the electrostatic precipitators.  An additional motion to dismiss the remaining counts is still pending.

ITEM 1A.

RISK FACTORS

We are subject to a variety of significant risks in addition to the matters set forth under "Forward-Looking Statements" in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q.  We have identified a number of these risk factors in Item 1A, "Risk Factors," in NU's 2011 Form 10-K, NSTAR's 2011 Form 10-K and NSTAR Electric's 2011 Form 10-K and the second quarter 2012 combined Quarterly Report on Form 10-Q of NU, which risk factors are incorporated herein by reference.  These risk factors should be considered carefully in evaluating our risk profile.  There have been no additional risk factors identified and no material changes with regard to the risk factors previously disclosed in those filings.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table discloses purchases of shares of our common stock made by us or on our behalf for the periods shown below.

Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans and Programs (at month end)
July 1 - July 31, 2012	4,601	$	39.42	-	-
August 1 - August 31, 2012	11,378		39.02	-	-
September 1 - September 30, 2012	142,755		38.16	-	-
Total	158,734	$	38.26	-	-

ITEM 5.

OTHER INFORMATION

Date of 2013 Annual Meeting of Shareholders

The Northeast Utilities 2013 Annual Meeting of Shareholders has been scheduled for May 1, 2013, which date is more than thirty days prior to the anniversary date of the 2012 annual meeting of shareholders.

In accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other applicable rules of the Securities and Exchange Commission (“SEC”), the Company has determined that proposals to be considered for inclusion in the Company’s proxy statement for the 2013 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by the Company at the address set forth below no later than November 21, 2012, and must satisfy the conditions established by the SEC.  Written notice of proposals of shareholders to be considered at the 2013 Annual Meeting without inclusion in next year’s proxy statement must be received on or before February 5, 2013. If a notice is received after February 5, 2013, then the notice will be considered untimely and the proxies held by management may provide the discretion to vote against such proposal, even though the proposal is not discussed in the proxy statement. Northeast Utilities considers these dates to be reasonable deadlines for submission of proposals before we begin to print and mail our proxy materials for the 2013 Annual Meeting of Shareholders.

Shareholder proposals should be addressed to: Richard J. Morrison, Assistant Secretary, Northeast Utilities, Post Office Box 270, Hartford, Connecticut 06141-0270.

80

ITEM 6.

EXHIBITS

Exhibit No.

Description

Listing of Exhibits (NU, CL&P, PSNH and WMECO)

4.1

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent

Listing of Exhibits (NU)

4.1

Form of Commercial Paper Dealer Agreement, dated as of July 25, 2012, by and between NU and the Dealer

12

Ratio of Earnings to Fixed Charges

31

Certification of Thomas J. May, President and Chief Executive Officer of Northeast Utilities, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Northeast Utilities, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

32

Certification of Thomas J. May, President and Chief Executive Officer of Northeast Utilities and James J. Judge, Executive Vice President and Chief Financial Officer of Northeast Utilities, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Labels

101.PRE

XBRL Taxonomy Extension Presentation

Listing of Exhibits (CL&P)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of The Connecticut Light and Power Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

32

Certification of Leon J. Olivier, Chief Executive Officer of The Connecticut Light and Power Company and James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

Listing of Exhibits (NSTAR Electric)

4.1

Credit Agreement, dated July 25, 2012, by and between NSTAR Electric and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

81

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

32

Certification of Leon J. Olivier, Chief Executive Officer of NSTAR Electric Company and James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

Listing of Exhibits (PSNH)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of Public Service Company of New Hampshire, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

32

Certification of Leon J. Olivier, Chief Executive Officer of Public Service Company of New Hampshire and James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

Listing of Exhibits (WMECO)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of Western Massachusetts Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

32

Certification of Leon J. Olivier, Chief Executive Officer of Western Massachusetts Electric Company and James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 7, 2012

82

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

		NORTHEAST UTILITIES
		(Registrant)
Date:  November 7, 2012	By	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

		THE CONNECTICUT LIGHT AND POWER COMPANY
		(Registrant)
Date:  November 7, 2012	By	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

		NSTAR ELECTRIC COMPANY
		(Registrant)
Date:  November 7, 2012	By	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

83

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
		(Registrant)
Date:  November 7, 2012	By	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

		WESTERN MASSACHUSETTS ELECTRIC COMPANY
		(Registrant)
Date:  November 7, 2012	By	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

84

EX-4.1

Published CUSIP Numbers:
66439LAC9 (Deal)
66439LAD7 (Revolving Commitment)

CREDIT AGREEMENT

Dated as of July 25, 2012

among

NORTHEAST UTILITIES,
NSTAR LLC,
NSTAR GAS COMPANY,
THE CONNECTICUT LIGHT AND POWER COMPANY,
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,
WESTERN MASSACHUSETTS ELECTRIC COMPANY
and
YANKEE GAS SERVICES COMPANY,

as the Borrowers,

BANK OF AMERICA, N.A.,
as Administrative Agent and Swing Line Lender,

and

THE OTHER LENDERS PARTY HERETO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
BARCLAYS BANK PLC,
CITIGROUP GLOBAL MARKETS INC.,
J.P. MORGAN SECURITIES LLC,
UNION BANK, N.A.
and
WELLS FARGO SECURITIES, LLC
as Joint Lead Arrangers and Joint Book Managers

BARCLAYS BANK PLC,

as Syndication Agent

CITIGROUP GLOBAL MARKETS INC.,

JPMORGAN CHASE BANK, N.A.,

UNION BANK, N.A.

and

WELLS FARGO BANK, N.A.

as Co-Documentation Agents

TABLE OF CONTENTS

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

 1

1.01

Defined Terms.

 1

1.02

Other Interpretive Provisions.

20

1.03

Accounting Terms.

20

1.04

Rounding.

21

1.05

Times of Day.

21

ARTICLE II THE COMMITMENTS AND BORROWINGS

21

2.01

Revolving Commitments.

21

2.02

Borrowings, Conversions and Continuations of Loans.

21

2.03

[Reserved].

23

2.04

Swing Line Loans.

23

2.05

Prepayments.

25

2.06

Termination or Reduction of Aggregate Revolving Commitments.

26

2.07

Repayment of Loans.

27

2.08

Interest.

27

2.09

Fees.

28

2.10

Computation of Interest and Fees.

28

2.11

Evidence of Debt.

28

2.12

Payments Generally; Administrative Agent’s Clawback.

29

2.13

Sharing of Payments by Lenders.

31

2.14

Cash Collateral.

31

2.15

Defaulting Lenders

.

32

2.16

Additional Revolving Commitments.

34

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

34

3.01

Taxes

35

3.02

Illegality.

39

3.03

Inability to Determine Rates.

39

3.04

Increased Costs.

40

3.05

Compensation for Losses.

41

3.06

Mitigation Obligations; Replacement of Lenders.

41

3.09

Survival.

42

ARTICLE IV [RESERVED]

42

ARTICLE V CONDITIONS PRECEDENT TO BORROWINGS

42

5.01

Conditions of Initial Borrowings.

42

5.02

Conditions to all Borrowings.

44

ARTICLE VI REPRESENTATIONS AND WARRANTIES

44

6.01

Existence, Qualification and Power.

45

6.02

Authorization; No Contravention.

45

6.03

Governmental Authorization; Other Consents.

45

6.04

Binding Effect.

45

6.05

Financial Statements; No Material Adverse Effect.

45

6.06

Litigation.

46

6.07

No Default.

46

6.08

Ownership of Property; Liens.

46

6.09

Environmental Compliance.

46

6.10

Insurance.

47

i

6.11

Taxes.

47

6.12

ERISA Compliance.

47

6.13

Subsidiaries.

48

6.14

Use of Proceeds; Margin Regulations; Investment Company Act.

48

6.15

Disclosure.

48

6.16

Compliance with Laws.

49

6.17

Solvency.

49

6.18

Taxpayer Numbers and Other Information.

49

6.19

OFAC

.

49

6.20

Money Laundering.

49

ARTICLE VII AFFIRMATIVE COVENANTS

50

7.01

Financial Statements.

50

7.02

Certificates; Other Information.

50

7.03

Notices.

52

7.04

Payment of Taxes

53

7.05

Preservation of Existence, Etc.

53

7.06

Maintenance of Properties.

53

7.07

Maintenance of Insurance.

53

7.08

Compliance with Laws.

53

7.09

Books and Records.

54

7.10

Inspection Rights.

54

7.11

Use of Proceeds.

54

7.12

Further Assurances.

54

7.13

Conduct of Business.

54

7.14

Governmental Approvals.

54

ARTICLE VIII NEGATIVE COVENANTS

55

8.01

Liens.

55

8.02

Fundamental Changes

56

8.03

Change in Nature of Business.

57

8.04

Transactions with Affiliates and Insiders.

57

8.05

Use of Proceeds.

58

8.06

Consolidated Indebtedness to Capitalization Ratio.

58

8.07

Compliance with ERISA.

58

8.08

Interests in Nuclear Plants.

58

8.09

Financing Agreements.

58

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES

59

9.01

Events of Default.

59

9.02

Remedies Upon Event of Default.

60

9.03

Application of Funds.

61

ARTICLE X ADMINISTRATIVE AGENT

62

10.01

Appointment and Authority.

62

10.02

Rights as a Lender.

62

10.03

Exculpatory Provisions.

62

10.04

Reliance by Administrative Agent.

63

10.05

Delegation of Duties.

63

10.06

Resignation of Administrative Agent.

63

10.07

Non-Reliance on Administrative Agent and Other Lenders.

64

10.08

No Other Duties; Etc.

65

10.09

Administrative Agent May File Proofs of Claim.

65

ARTICLE XI MISCELLANEOUS

65

11.01

Amendments, Etc.

65

ii

11.02

Notices and Other Communications; Facsimile Copies.

67

11.03

No Waiver; Cumulative Remedies; Enforcement.

69

11.04

Expenses; Indemnity; and Damage Waiver.

69

11.05

Payments Set Aside.

71

11.06

Successors and Assigns.

71

11.07

Treatment of Certain Information; Confidentiality.

75

11.08

Set-off.

76

11.09

Interest Rate Limitation.

76

11.10

Counterparts; Integration; Effectiveness.

76

11.11

Survival of Representations and Warranties.

77

11.12

Severability.

77

11.13

Replacement of Lenders.

77

11.14

Governing Law; Jurisdiction; Etc.

78

11.15

Waiver of Right to Trial by Jury.

79

11.16

Electronic Execution of Assignments and Certain Other Documents.

79

11.17

USA PATRIOT Act.

79

11.18

No Advisory or Fiduciary Relationship.

80

11.19

Pro Rata Shares of Obligations of ooBorrowers

80

11.19

Limitation of Liability

80

iii

SCHEDULES

2.01

Revolving Commitments and Applicable Percentages

6.11

Tax Sharing Agreements

6.13

Subsidiaries

6.18

Taxpayer and Organizational Identification Numbers; Legal Name; State of Formation; Principal Place of Business

8.01

Liens Existing on the Closing Date

11.02

Certain Addresses for Notices

EXHIBITS

2.02(a)

Form of Revolving Loan Notice

2.04(b)

Form of Swing Line Loan Notice

2.05

Form of Prepayment Notice

2.11(a)-1

Form of Revolving Note

2.11(a)-2

Form of Swing Line Note

3.01(e)-1-4

Forms of U.S. Tax Compliance Certificates

7.02(a)

Form of Compliance Certificate

11.06(b)

Form of Assignment and Assumption

iv

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of July 25, 2012 among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

The Borrowers have requested that the Lenders provide $1,150,000,000 in revolving credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Arranger Fee Letter” means the letter agreement, dated as of June 21, 2012 among NU, NSTAR Electric Company, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Union Bank, N.A., Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders.  The aggregate principal amount of the Aggregate Revolving Commitments in effect on the Closing Date is ONE BILLION ONE HUNDRED FIFTY MILLION DOLLARS ($1,150,000,000).

“Agreement” means this Credit Agreement.

“Anti-Money Laundering Laws” has the meaning specified in Section 6.20.

“Applicable Margin” means, with respect to Revolving Loans, Swing Line Loans and the Facility Fee, determined with respect to each Borrower, for any day, the following percentages per annum in effect on such day, based upon the Reference Rating of the applicable Borrower:

Pricing Level	Reference Rating	Eurodollar Rate Loans	Base Rate Loans	Facility Fee
1	>A+/A1	0.800%	0.000%	0.075%
2	A/A2	0.900%	0.000%	0.100%
3	A-/A3	1.000%	0.000%	0.125%
4	BBB+/Baa1	1.075%	0.075%	0.175%
5	BBB/Baa2	1.275%	0.275%	0.225%
6	<BBB-/Baa3	1.475%	0.475%	0.275%

Any increase or decrease in the Applicable Margin resulting from a change in any Reference Rating shall take effect at the time of such change in such Reference Rating.  For purposes of the foregoing, (w) if NU does not have a rating of its Borrower Unsecured Debt by either S&P or Moody’s, then Pricing Level 6 shall apply, (x) in the case of a split in the Reference Ratings of one level, the higher level shall apply, (y) in the case of a split in the Reference Ratings of more than one level, the Reference Rating that is one level lower than the higher level shall apply, and (z) if there is no Reference Rating then the rating Pricing Level 6 shall apply.

“Applicable Percentage” means with respect to any Lender at any time, the percentage of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans has been terminated in its entirety pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form approved by the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet of each Borrower and its Subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of such Person, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Revolving Loan Maturity Date and (b) the date of

2

termination in full of the remaining unused portion of the Aggregate Revolving Commitments pursuant to Section 2.06.

“Bank of America” means Bank of America, N.A. and its successors.

“Bank of America Agency Fee Letter” means the letter agreement, dated as of June 21, 2012 among NU and Bank of America.

“Bank of America and Barclays Fee Letter” means the letter agreement, dated as of June 21, 2012 among NU, NSTAR Electric Company, Bank of America, Barclays Bank PLC and MLPFS.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus one percent (1.00%).  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrower Secured Debt” has the meaning specified in the definition of “Reference Ratings”.

“Borrower Sublimit” means, as to any Borrower, the amount set forth opposite such Borrower’s name below:

Borrower	Borrower Sublimit
NU	$1,150,000,000
NSTAR LLC	$175,000,000
NSTAR Gas	$200,000,000
CL&P	$300,000,000
PSNH	$300,000,000
WMECO	$300,000,000
Yankee Gas	$200,000,000

Each Borrower Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Borrower Unsecured Debt” has the meaning specified in the definition of “Reference Ratings”.

“Borrowing” means each of the following: (a) a borrowing of Swing Line Loans pursuant to Section 2.04 and (b) a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the

3

Administrative Agent’s Office is located or New York and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Businesses” means, at any time, a collective reference to the businesses operated by the Borrowers and their Subsidiaries at such time.

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or Swing Line Lender (as applicable) and the Lenders, as collateral for Obligations in respect of Swing Line Loans or obligations of Lenders to fund participations in respect of Swing Line Loans, cash or deposit account balances or, if the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the Swing Line Lender.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Certifying Officer” has the meaning specified in Section 7.02(b).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following events,

(a)

with respect to NU:

(i)

any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) either (A) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the Equity Interests of NU entitled to vote for trustees of NU or equivalent governing body of NU on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (B) obtains the power (whether or not exercised) to elect a majority of NU’s trustees; or

4

(ii)

the board of trustees of NU shall not consist of a majority of Continuing Trustees. For purposes of this definition, the term “Continuing Trustees” means trustees of NU on the date hereof and each other trustee of NU, if such other trustee’s nomination for election to the board of trustees of NU is recommended by a majority of the then Continuing Trustees.

(b)

with respect to any Borrower (other than NU), NU shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, one hundred percent (100%) of the outstanding Equity Interests of such Borrower (other than NU) entitled to vote (currently exercisable in the case of any preferred Equity Interests) for the election of directors; or

(c)

with respect to NU, NU shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, at least eighty-five percent (85%) of the outstanding Equity Interests of each of CL&P, NSTAR LLC, NSTAR Gas, PSNH, WMECO, Yankee Gas and NSTAR Electric entitled to vote (currently exercisable in the case of any preferred Equity Interests) for the election of directors, in each case at any time any such Subsidiary of NU is not a Borrower; or

(d)

with respect to any Borrower, such Borrower shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, eighty-five percent (85%) of the outstanding Equity Interests entitled to vote (currently exercisable in the case of any preferred Equity Interests) for the election of directors of any Principal Subsidiary.

“CL&P” has the meaning specified in the introductory paragraph hereto.

“Closing Date” means the date hereof.

“Compliance Certificate” has the meaning specified in Section 7.02(b).

“Consolidated Capitalization” means, with respect to any Borrower at any date of determination, the sum of (a) Consolidated Indebtedness of such Borrower, (b) the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of common and preferred shares of such Borrower and its Subsidiaries excluding, however, from such calculation, amounts identified as “Accumulated Other Comprehensive Income (Loss)” in the financial statements of the Borrowers set forth in the Borrowers’ Report on Form 10-K or 10-Q, as the case may be, most recently filed with the SEC prior to the date of such determination and (c) the consolidated surplus of such Borrower and its Subsidiaries, paid-in, earned and other capital, if any, in each case as determined on a consolidated basis in accordance with GAAP.

“Consolidated Indebtedness” means Indebtedness of any Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, excluding, however, from such calculation, (a) in the case of Refinancing Indebtedness, any amounts as to which any Borrower or its Subsidiaries have, (i) in accordance with the terms of the applicable agreements, and on or prior to the date of incurring such Refinancing Indebtedness, sent the holders of the Indebtedness to be refinanced, or their trustee, as applicable, a notice of redemption and (ii) within fourteen (14) days after incurrence of such Refinancing Indebtedness, segregated with the trustee therefor or with such other financial institution as may be acceptable to the Administrative Agent, in accordance with the terms of the applicable agreements relating to such Indebtedness, sufficient funds to redeem such Indebtedness and fully discharge such Borrower’s obligations with respect thereto.

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“Consolidated Indebtedness to Capitalization Ratio” means, for any Borrower, as of any date of determination, the ratio of (a) Consolidated Indebtedness of such Borrower to (b) Consolidated Capitalization of such Borrower.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) two percent (2%) per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, in each case to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Revolving Loans or participations in respect of Swing Line Loans, within three (3) Business Days of the date required to be funded by it hereunder, unless (other than in respect of fundings of participations of Swing Line Loans) such Lender notifies the Administrative Agent and the applicable Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the applicable Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder (unless (other than in respect of fundings of participations of Swing Line Loans) such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied) or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the applicable Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with

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reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof by a Governmental Authority.  Such Lender shall cease to be a Defaulting Lender when the provisions of Section 2.15(b) shall have been satisfied.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disclosure Documents” means for the Borrowers and each Principal Subsidiary, as applicable: (a) such Person’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011; (b) its Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2012; and (c) such Person’s Current Reports on Form 8-K filed after December 31, 2011 but prior to the date hereof.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“DPU” means the Massachusetts Department of Public Utilities and any successor agency thereto.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(ii) and (iv) (subject to such consents, if any, as may be required under Section 11.06(b)(ii)).

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any of the Borrowers or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”  means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042(a)(1)-(a)(3) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA in a manner that would affect a Borrower’s ability to perform its Obligations hereunder; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate in a manner that would affect a Borrower’s ability to perform its Obligations hereunder.

“Eurodollar Base Rate” means:

(a)

for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters, Bloomberg LLP’s page BBAM or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period; and

(b)

for any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m. London time determined two (2) Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

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“Eurodollar Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan as in effect from time to time during such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan the interest on which is determined by reference to the Eurodollar Rate, in each case, shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning specified in Section 9.01.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) Taxes imposed on or measured by its overall income (however denominated), and franchise (and similar) Taxes imposed on it (in lieu of income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located or (ii) as a result of a present or former connection between such recipient and the jurisdiction of the Governmental Authority imposing such Tax (other than a connection arising solely from such recipient having executed, delivered, become a party to, perform its obligations under, received a payment under, received or perfected a security interest under or engaged in any other transaction pursuant to or enforced under any Loan Document), (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located, (c) any backup withholding tax that is required by the Internal Revenue Code to be withheld from amounts payable to a Lender that has failed to comply with Section 3.01(e)(i) or clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by such Borrower under Section 11.13), any United States withholding tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office or changes its place of organization), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment) or change in its place of organization, to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 3.01(a)(i) or (c), (e) Taxes attributable to such recipient’s failure or inability to comply with Section 3.01(e) and (f) any U.S. federal withholding taxes imposed under FATCA.

“Existing Credit Agreements” means the Existing NU Credit Agreement, the Existing NSTAR LLC Credit Agreement and the Existing Joint Credit Agreement.

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“Existing Joint Credit Agreement” means that certain Credit Agreement dated as of September 24, 2010 among CL&P, PSNH, WMECO and Yankee Gas, as borrowers, the lenders party thereto and Citibank, N.A., as agent, as amended or modified from time to time.

“Existing NSTAR LLC Credit Agreement” means that certain Credit Agreement dated as of December 7, 2006 among NSTAR LLC (formerly NSTAR), the lenders party thereto and Bank of America, as agent, as amended or modified from time to time.

“Existing NU Credit Agreement” means that certain Credit Agreement dated as of September 24, 2010 among NU, the lenders party thereto and Union Bank, N.A., as agent, as amended or modified from time to time.

“Facility Fee” has the meaning set forth in Section 2.09(a).

“Facility Percentage” means, with respect to each Borrower at all times, the percentage equal to the quotient of (a) the Borrower Sublimit of such Borrower divided by (b) sum of all Borrower Sublimits (after giving effect to any reduction of any Borrower Sublimits as provided in Section 2.06).  As of the Closing Date, the Facility Percentage of each Borrower is as set forth below:

Borrower	Facility Percentage
NU	43.80952%
NSTAR LLC	6.66667%
NSTAR Gas	7.61905%
CL&P	11.42857%
PSNH	11.42857%
WMECO	11.42857%
Yankee Gas	7.61905%
Total:	100.00000%

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” means the Bank of America and Barclays Fee Letter, the Additional Arranger Fee Letter and the Bank of America Agency Fee Letter.

“Financing Agreements” has the meaning specified in Section 8.09.

“First Mortgage Indentures” means, (a) in the case of CL&P, the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1921 (the “CL&P Indenture”), from CL&P to Deutsche Bank Trust Company Americas, as successor trustee, as previously and hereafter amended and supplemented from

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time to time, (b) in the case of Yankee Gas, the Indenture of Mortgage and Deed of Trust, dated as of July 1, 1989, between Yankee Gas and The Bank of New York Mellon, as successor trustee, as in effect on the date hereof and as amended and supplemented from time to time, (c) in the case of WMECO, NSTAR Electric and NPT (should NPT then be a Principal Subsidiary), any first mortgage indenture entered into after the date hereof, provided (i) such indenture covers substantially the same type of collateral as under the Old WMECO Indenture, (ii) such indenture is substantially similar in form and substance to the CL&P Indenture and (iii) such indenture and the lien created thereby receive all necessary regulatory approval, (d) in the case of PSNH, the First Mortgage Indenture, dated as of August 15, 1978, between PSNH and U.S. Bank, National Association, as successor trustee, as previously and hereafter amended and supplemented from time to time, and (e) in the case of NSTAR Gas, the Indenture of Trust and First Mortgage by NSTAR Gas (formerly known as Commonwealth Gas Company, formerly known as Worcester Gas Light Company) dated February 1, 1949.

“FERC” means the Federal Energy Regulatory Commission or any successor agency thereto.

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrowers are resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Governmental Approval” means any authorization, consent, approval, license, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal regulatory body (including, without limitation, the SEC, FERC, the Nuclear Regulatory Commission, the Connecticut Public Utility Regulatory Authority, the New Hampshire Public Utilities Commission and the Massachusetts Department of Public Utilities) required in connection with (i) the execution, delivery or performance of any Loan Document, or (ii) the nature of any Borrower’s or any Subsidiary’s business as conducted or the nature of the property owned or leased by it.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or

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asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature identified as hazardous, dangerous or toxic and regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money or for the deferred purchase price of property or services other than (i) trade accounts payable and (ii) any obligation of such Person to Dominion Resources, Inc. or its successor with respect to disposition of spent nuclear fuel burned prior to April 3, 1983, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (excluding Stranded Cost Recovery Obligations that are non-recourse to such Person), (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations under leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee, (e) liabilities in respect of unfunded vested benefits incurred under any Multiemployer Plan that is reasonably likely to result in a direct obligation of any Borrower to pay money, (f) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments that are not cash collateralized, (g) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, up to the greater of (x) the extent of the book value of any such asset so pledged and (y) the amount of any liability of such Person for any deficiency and (h) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above.

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Revolving Loan Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Revolving Loan Maturity Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter, as selected by the applicable Borrower in its Revolving Loan Notice or such other period that is twelve (12) months or less, as requested by such Borrower and consented to by all of the Lenders, provided that:

(a)

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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(b)

any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)

no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Loan Maturity Date.

“Interim Financial Statements” has the meaning set forth in Section 5.01(c)(ii).

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Internal Revenue Service” means the United States Internal Revenue Service.

“Joint Lead Arrangers” means, collectively, MLPFS, Barclays Bank PLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Union Bank, N.A. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint book managers, in each case together with their respective successors and assigns.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having the force of law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Revolving Loan or Swing Line Loan.

“Loan Documents” means this Agreement, each Note and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Long-Term Indebtedness Approvals” has the meaning specified in the definition of “Revolving Loan Maturity Date”.

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“Material Adverse Effect” means, with respect to any Borrower, (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of such Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under the Loan Documents or of the ability of such Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against such Borrower of any Loan Document to which it is a party.

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Tangible Assets” means, as of any date with respect to any Borrower, the total assets shown on the balance sheet of such Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP less (a) all current liabilities and minority interests and less (b) goodwill and other identifiable intangibles.

“Non-Consenting Lender” has the meaning set forth in Section 11.13.

“Note” or “Notes” means the Revolving Notes or the Swing Line Note, individually or collectively, as appropriate.

“NPT” means Northern Pass Transmission LLC, a New Hampshire limited liability company.

“NSTAR Electric” means NSTAR Electric Company, as Massachusetts corporation.

“NSTAR Gas” has the meaning specified in the introductory paragraph hereto.

“NSTAR LLC” has the meaning specified in the introductory paragraph hereto.

“NU” has the meaning specified in the introductory paragraph hereto.

“Obligations” means, without duplication, all of the several but not joint obligations of the Borrowers to the Lenders and the Administrative Agent, whenever arising, under this Agreement, any Notes or any of the other Loan Documents.

“Old WMECO Indenture” means the 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 amended and supplemented.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the

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jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.  For the avoidance of doubt, “Other Taxes” shall not include any Excluded Taxes.

“Outstanding Amount” means with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is maintained or is contributed to by any Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 7.02.

“Prepayment Notice” means a notice of prepayment pursuant to Section 2.05(a), which shall be substantially in the form of Exhibit 2.05.

“Principal Subsidiary” means (a) NSTAR LLC, NSTAR Electric, NSTAR Gas, CL&P, PSNH, WMECO, and Yankee Gas, (b) each of any Subsidiary that during any fiscal quarter, with respect to any Borrower and its Subsidiaries taken as a whole, represents at least (i) ten percent (10%) of such Borrower’s consolidated assets (calculated as an average of such consolidated assets over the preceding four fiscal quarters) and (ii) ten percent (10%) of such Borrower’s consolidated net income (or loss) (calculated as a sum of such net income (or loss) over the preceding four fiscal quarters), whether such Subsidiary is owned directly or indirectly by such Borrower and (c) any Person deemed to be a “Principal Subsidiary” pursuant to Section 8.02.

“PSNH” has the meaning specified in the introductory paragraph hereto.

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“Public Lender” has the meaning specified in Section 7.02.

“Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder.

“Reference Ratings” means, (a) with respect to NU, the rating(s) assigned by S&P and/or Moody’s to the long-term senior unsecured non-credit enhanced debt (the “Borrower Unsecured Debt”) of NU and (b) with respect to each Borrower other than NU, the rating(s) assigned by S&P and/or Moody’s to the Borrower Unsecured Debt of such Borrower; provided, that with respect to any Borrower other than NU:

(a)

if neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt of such Borrower because no such Borrower Unsecured Debt is outstanding, then the “Reference Ratings” shall be based on the rating(s) assigned by S&P and/or Moody’s to the long-term senior secured debt (the “Borrower Secured Debt”) of such Borrower, but such rating(s) shall be deemed to correspond to a Pricing Level that is one level lower than the level that would correspond to such Borrower Secured Debt rating(s) pursuant to the definition of “Applicable Margin”;

(b)

if neither S&P nor Moody’s (A) maintains a rating on the Borrower Unsecured Debt of such Borrower because no such Borrower Unsecured Debt is outstanding and (B) maintains a rating on the Borrower Secured Debt of a Borrower because no such Borrower Secured Debt is outstanding, then the “Reference Ratings” shall be based on such Borrower’s long-term corporate/issuer rating(s) as maintained by S&P and/or Moody’s.

“Refinancing Indebtedness” means Consolidated Indebtedness incurred for the purpose of refinancing existing Consolidated Indebtedness.

“Register” has the meaning specified in Section 11.06(c).

“Regulatory Assets” means, with respect to CL&P, NSTAR Gas, PSNH, WMECO or Yankee Gas, an intangible asset established by statute, regulation or regulatory order or similar action of a utility regulatory agency having jurisdiction over CL&P, NSTAR Gas, PSNH, WMECO or Yankee Gas, as the case may be, and included in the rate base of CL&P, NSTAR Gas, PSNH, WMECO or Yankee Gas, as the case may be, with the intention that such asset be amortized by rates over time.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Borrowing” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders.  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund

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that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making such determination.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Borrower and, solely for purposes of the delivery of certificates pursuant to Section 5.01, the secretary or any assistant secretary of a Borrower.  Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to any Borrower pursuant to Section 2.01 and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the sum of (i) the aggregate Outstanding Amount of such Lender’s Revolving Loans at such time plus (ii) such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01.

“Revolving Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit 2.02(a).

“Revolving Loan Maturity Date” means July 25, 2017 or such earlier date on which the Loans are due and payable pursuant to the terms of this Agreement; provided, that if any Borrower is unable to obtain all required Governmental Approvals, such approvals to be reasonably satisfactory to the Administrative Agent, for such Borrower’s incurrence of indebtedness payable more than one (1) year from the incurrence thereof (“Long-Term Indebtedness Approvals”) prior to the initial making of any Loan hereunder, then the Revolving Loan Maturity Date for such Borrower shall be the date that is the 364^th day to occur following the date of the initial Borrowing by such Borrower hereunder (the “364-Day Maturity Date”), provided that in no event shall the 364-Day Maturity Date be later than July 25, 2017; provided further that if such Borrower shall obtain such Long-Term Indebtedness Approvals prior to the 364-Day Maturity Date, then, at the request of such Borrower and provided that (x) no Default or Event of Default exists with respect to such Borrower and (y) the representations and warranties of such Borrower contained in Article VI (other than Sections 6.05(c) and 6.06) or in any other Loan Document shall be true and correct in all material respects on and as of the date, such 364-Day Maturity Date shall automatically extend to the extent permitted by such Governmental Approval but in no event later than July 25, 2017.

“Revolving Note” has the meaning specified in Section 2.11(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

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“Sanctions” means any international economic sanction administered or enforced by the United States government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, including contingent obligations as they mature , (b) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (c) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (d) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Stranded Cost Recovery Obligations” means, with respect to any Person, such Person’s obligations to make principal, interest or other payments to the issuer of stranded cost recovery bonds pursuant to a loan agreement or similar arrangement whereby the issuer has loaned the proceeds of such bonds to such Person.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrowers.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, but excluding in all instances obligations under default service and standard offer power supply agreements entered into in the ordinary course of business.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap

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Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit 2.04(b).

“Swing Line Note” has the meaning specified in Section 2.11(a).

“Swing Line Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the Aggregate Revolving Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” means $50,000,000.

“364-Day Maturity Date” has the meaning specified in the definition of “Revolving Loan Maturity Date”.

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all Swing Line Loans.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“United States” and “U.S.” mean the United States of America.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“WMECO” has the meaning specified in the introductory paragraph hereto.

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“Yankee Gas” has the meaning specified in the introductory paragraph hereto.

1.02

Other Interpretive Provisions

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)

In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03

Accounting Terms

(a)

Generally.  Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, however, that calculations of attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by the Borrowers in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.

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(b)

Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)

FASB ASC 825 and FASB ASC 470-20.  Notwithstanding the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

1.04

Rounding

Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05

Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

THE COMMITMENTS AND BORROWINGS

2.01

Revolving Commitments Revolving Loans.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to each Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (a) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (b) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (c) the Total Revolving Outstandings of any Borrower shall not exceed such Borrower’s Borrower Sublimit.  Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.

2.02

Borrowings, Conversions and Continuations of Loans

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(a)

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans prior to the end of the applicable Interest Period, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If a Borrower fails to specify a Type of a Loan in a Revolving Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)

Following receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Borrowing, Section 5.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and acceptable to) the Administrative Agent by such Borrower.

(c)

Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d)

The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent

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shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)

After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to all Loans.

2.03

[Reserved]

2.04

Swing Line Loans

(a)

Swing Line Facility.  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans (each such loan, a “Swing Line Loan”) to each Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (iii) the Total Revolving Outstandings of any Borrower shall not exceed such Borrower’s Borrower Sublimit, and provided, further, that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)

Borrowing Procedures.  Each Borrowing of Swing Line Loans shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

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(c)

Refinancing of Swing Line Loans.

(i)

The Swing Line Lender at any time in its sole discretion may request, on behalf of the applicable Borrower (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Revolving Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments.  The Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Revolving Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)

If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)

If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)

Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason

24

whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02.  No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)

Repayment of Participations.

(i)

At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)

If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination thereof.

(e)

Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the applicable Borrower for interest on the Swing Line Loans.  Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f)

Payments Directly to Swing Line Lender.  Each Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05

Prepayments

(a)

Voluntary Prepayments.

(i)

Revolving Loans.  Each Borrower may, upon delivery of a Prepayment Notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans, in whole or in part without premium or penalty; provided that (A) such Prepayment Notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans (prior to the end of an applicable Interest Period) and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C)

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any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).  Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each Lender of its receipt of each such Prepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such Prepayment  Notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(ii)

Swing Line Loans.  Each Borrower may, upon delivery of a Prepayment Notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Prepayment Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).  Each such Prepayment Notice shall specify the date and amount of such prepayment.  If such Prepayment Notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein.

(b)

Mandatory Prepayments of Loans.

(i)

Revolving Commitments.  If for any reason (A) the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect or (B) the Total Revolving Outstandings of any Borrower at any time exceed such Borrower’s Borrower Sublimit, the applicable Borrower or Borrowers shall immediately prepay Revolving Loans and/or the Swing Line Loans in an aggregate amount equal to such excess.

(ii)

Application of Mandatory Prepayments.  All amounts required to be paid pursuant to Section 2.05(b)(i) shall be applied ratably to Revolving Loans and Swing Line Loans.  Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.06

Termination or Reduction of Aggregate Revolving Commitments.

(a)

Optional Reductions.  The Borrowers, or any Borrower individually, shall have the right, upon at least three (3) Business Days’ notice to the Administrative Agent, to terminate in whole or, upon same day notice, from time to time to permanently reduce (i) ratably in part the unused portion of the Aggregate Revolving Commitments or (ii) the Borrower Sublimit of such Borrower without ratably reducing the unused portion of the Aggregate Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $5,000,000 or in an

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integral multiple of $1,000,000 in excess thereof.  Each such notice of termination or reduction shall be irrevocable; provided, further, that, if, after giving effect to any reduction, the Swing Line Sublimit or any Borrower Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. Any Aggregate Revolving Commitment reduced or terminated pursuant to this Section may not be reinstated.  Any Borrower other than NU that terminates its right to obtain Revolving Loans and that has repaid all its Obligations shall no longer constitute a “Borrower”.

(b)      Notice.  The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Swing Line Sublimit, any Borrower’s Borrower Sublimit or the Aggregate Revolving Commitments under this Section 2.06.  Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount.  All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

2.07

Repayment of Loans

(a)

Revolving Loans.  Each Borrower shall repay to the Lenders on the Revolving Loan Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b)

Swing Line Loans.  Each Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date within one (1) Business Day of demand therefor by the Swing Line Lender and (ii) the Revolving Loan Maturity Date.

2.08

Interest

(a)

Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.

(b)        (i)  If  any amount  of  principal of  any Loan  is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)   If  any  amount  (other than principal of any Loan)  is  not  paid  when  due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)   Accrued and  unpaid  interest on past  due  amounts  (including interest on past due interest) shall be due and payable upon demand.

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        (c)       Interest on each Loan shall be due and  payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09         Fees

(a)         Facility Fee.  Each Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Margin”  times (ii) such Borrower’s Facility Percentage times (iii) the Aggregate Revolving Commitments.  The Facility Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Loans funded by it.  The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

(b)         Fee Letters.  Each Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters.  Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

2.10         Computation of Interest and Fees

             All computations of interest for Base Rate Loans determined by reference to clause (b) of the definition of “Base Rate” in Section 1.01  shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest (including without limitation computations of interest for Base Rate Loans determined by reference to clauses (a) and (c) of the definition of “Base Rate” in Section 1.01) shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11          Evidence of Debt

(a)    The  Borrowings made  by each  Lender shall  be evidenced  by one  or  more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to each Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower

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hereunder to pay any amount owing with respect to the Loans.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each such promissory note shall (i) in the case of Revolving Loans, be in the form of Exhibit 2.11(a)-1 (a “Revolving Note”) and (ii) in the case of Swing Line Loans, be in the form of Exhibit 2.11(a)-2 (a “Swing Line Note”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)         In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12           Payments Generally; Administrative Agent’s Clawback

        (a)         General.  All payments to be made by any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Subject to the definition of “Interest Period”, if any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)    (i)  Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such

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Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans.  If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

        (ii)         Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

           A notice of the Administrative Agent to any Lender or the applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)        Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)        Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)         Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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2.13         Sharing of Payments by Lenders

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)         if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)         the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations Swing Line Loans to any assignee or participant, other than an assignment to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

      Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

2.14         Cash Collateral

(a)    Certain Credit Support Events. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the Swing Line Lender, each Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b)    Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent.  Each Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Lenders (including the Swing Line Lender) and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c).  If at any time the Administrative Agent determines that Cash

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Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, each Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

     (c) Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14, Section 2.04, or Section 2.15 in respect of Swing Line Loans shall be held and applied in satisfaction of the specific Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein.

     (d) Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 9.03) and (y) the Person providing Cash Collateral and the Swing Line Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15         Defaulting Lenders

(a) Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a 2.15Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendment.  The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

(ii)   Reallocation of Payments.  Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan; fourth, as any Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and each Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of

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that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the  Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    Certain Fees.  The Defaulting Lender shall not be entitled to receive any Facility Fee pursuant to Section 2.09(a) for any period during which such Lender is a Defaulting Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(iv)    Reallocation of Applicable Percentages to Reduce Fronting Exposure.  During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans pursuant to Section 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, each such reallocation (x) shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (y) does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment.

(b)   Defaulting Lender Cure.  If each Borrower, the Administrative Agent and the Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

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2.16 Additional Revolving Commitments

NU may, at any time and from time to time, upon prior written notice by NU to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by NU and acceptable to the Administrative Agent and the Swing Line Lender; provided that:

(a) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof;

(b) no Default or Event of Default shall exist and be continuing at the time of any such increase or would result from any Borrowing on the day of such increase;

(c) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;

(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;

(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and

(f) as a condition precedent to such increase, NU shall deliver to the Administrative Agent (A) a certificate of each Borrower dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (1) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (2) in the case of NU, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) legal opinions and other documents reasonably requested by the Administrative Agent.

Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY 

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3.01     Taxes

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

.

(i)

Any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Borrower, then the Administrative Agent or such Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)

If any Borrower or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)

If any Borrower or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)

Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)

Tax Indemnifications.  

(i)

Without limiting the provisions of subsection (a) or (b) above, but without duplication, each of the Borrowers shall, and does hereby, severally indemnify each Recipient, and shall make payment in respect thereof within ten days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest

35

and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.  Each of the Borrowers shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii)

Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (B) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).  

(d)

Evidence of Payments.  Upon request by any Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by any Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the applicable Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the applicable Borrower or the Administrative Agent, as the case may be.

(e)

Status of Lenders; Tax Documentation.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to each Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s

36

reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; provided, that this sentence shall not apply to documentation described in Section 3.01(e)(ii)(C) if such documentation is in substance essentially equivalent to, and not materially more onerous to provide, than the documentation set forth in Section 3.01(e)(ii)(A), (ii)(B), or (ii)(D).

(ii)

Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(A)

any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable (together with any required schedules and attachments):

(1)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)

executed originals of IRS Form W-8ECI;

(3)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01(e)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4)

to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01(e)-2 or Exhibit 3.01(e)-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners

37

of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01(e)-4 on behalf of each such direct and indirect partner;

(C)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)

Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify each applicable Borrower and the Administrative Agent in writing of its legal inability to do so.

(f)

Treatment of Certain Refunds.  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of the Recipient, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to any Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient

38

would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

(g)

Survival.  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02

Illegality

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to each applicable Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and each applicable Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) each such Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, each applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03

Inability to Determine Rates

If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrowers and all Lenders.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar

39

Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice.  Upon receipt of such notice, any Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04

Increased Costs

(a)

Increased Costs Generally.  If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate);

(ii)

subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (in each case, except for Indemnified Taxes and Excluded Taxes); or

(iii)

impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, each Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)

Capital Requirements.  If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time each applicable Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)

Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to each applicable Borrower shall be conclusive absent manifest error.  Such Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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(d)

Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies such Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)

Payment Obligations.  Payment obligations of the Borrowers under this Section 3.04 shall be subject to Section 11.19.

3.05

Compensation for Losses

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the  Borrowers shall promptly compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of:

(a)

any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)

any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or

(c)

any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 11.13;

including any loss (other than any loss of anticipated profits) or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  Each Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by any Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.  Payment obligations of the Borrowers under this Section 3.05 shall be subject to Section 11.19.

3.06

Mitigation Obligations; Replacement of Lenders

(a)

If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section

41

3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  Each Borrower hereby agrees to pay its all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)

If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance with Section 11.13.

3.07

Survival

All of each Borrower’s obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations and resignation of the Administrative Agent.

ARTICLE IV

[RESERVED]

ARTICLE V

CONDITIONS PRECEDENT TO BORROWINGS

5.01

Conditions of Initial Borrowings

This Agreement shall become effective upon, and the obligation of each Lender to make Loans to any Borrower hereunder is subject to, satisfaction of the following conditions precedent:

(a)

Loan Documents.  Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of each Borrower and, in the case of this Agreement, by each Lender.

(b)

Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrowers, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent.

(c)

Financial Statements.  The Administrative Agent shall have received:

(i)

the Audited Financial Statements; and

(ii)

unaudited consolidated financial statements of each Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2012, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (the “Interim Financial Statements”).

(d)

No Material Adverse Change.  Since December 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had a Material Adverse

42

Effect with respect to any Borrower, other than as specifically disclosed in the Disclosure Documents.

(e)

Litigation.  There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of any Borrower, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect, other than as specifically disclosed in the Disclosure Documents.

(f)

Organization Documents, Resolutions, Etc.  Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i)

copies of the Organization Documents of each Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date;

(ii)

such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party; and

(iii)

such documents and certifications as the Administrative Agent may require to evidence that each Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(g)

Closing Certificate.  Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of each Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied and (ii) each Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.

(h)

OFAC, Patriot Act, Etc.  Receipt by the Administrative Agent of all documentation and other information that any Lender has reasonably requested in order to comply with its ongoing obligations under applicable “know your customer”, OFAC and Anti-Money Laundering Laws, including the Patriot Act.

(i)

Termination of Existing Credit Agreements.  Receipt by the Administrative Agent of evidence that the Existing Credit Agreements are being terminated concurrently with the Closing Date and any Liens securing obligations under the Existing Credit Agreements concurrently with the Closing Date are being released.

(j)

Fees.  Receipt by the Administrative Agent, the Joint Lead Arrangers and the Lenders of any fees required to be paid on or before the Closing Date.

(k)

Attorney Costs.  The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the

43

Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

(l)

Other.  Receipt by the Administrative Agent and the Lenders of such other documents, instruments, agreements and information as reasonably requested by the Administrative Agent or any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of each Borrower and its Subsidiaries.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document made available to it for review prior to the Closing Date or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02

Conditions to all Borrowings

The obligation of each Lender to honor any Request for Borrowing from any Borrower is subject to the following conditions precedent:

(a)

The representations and warranties of such Borrower contained in Article VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.

(b)

No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower.

(c)

The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof.

Each Request for Borrowing submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

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Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

6.01

Existence, Qualification and Power

Each Borrower and each Principal Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so would not have a Material Adverse Effect.

6.02

Authorization; No Contravention

The execution, delivery and performance by each Borrower of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Principal Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.  Each Borrower and its Principal Subsidiaries is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so would not have a Material Adverse Effect.

6.03

Governmental Authorization; Other Consents

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (including FERC and DPU) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower of this Agreement or any other Loan Document, other than those approvals, consents or filings already obtained or made and in full force and effect.

6.04

Binding Effect

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Borrower.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Borrower, enforceable against each Borrower that is party thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

6.05

Financial Statements; No Material Adverse Effect

(a)

The Audited Financial Statements of each Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of such Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied

45

throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show to the extent required by GAAP all material indebtedness and other liabilities, direct or contingent, of such Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b)

The unaudited consolidated balance sheet of each Borrower and its Subsidiaries dated March 31, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of such Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)

Since December 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

6.06

Litigation

There are no actions, suits, proceedings, or disputes pending or, to the knowledge of any Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any of the Borrowers or any of their respective Principal Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

6.07

No Default

None of the Borrowers and their respective Principal Subsidiaries is in default under or with respect to any indebtedness for borrowed money in excess of the Threshold Amount.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

6.08

Ownership of Property; Liens

Each of the Borrowers and their respective Principal Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate have a Material Adverse Effect.  As of the date of this Agreement, each of the Borrowers and their respective Principal Subsidiaries enjoy peaceful and undisturbed possession under all leases of real property on which facilities operated by it are situated, and all such leases are valid and subsisting and in full force and effect.  The property of each of the Borrowers and their respective Principal Subsidiaries is subject to no Liens, other than Liens permitted by Section 8.01.

6.09

Environmental Compliance

Each of the Borrowers and their Principal Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and

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properties, and as a result thereof each Borrower has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate have a Material Adverse Effect.

6.10

Insurance

The properties of each of the Borrowers and their respective Principal Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Principal Subsidiary operates.  All of such policies (a) are in full force and effect, (b) are sufficient for compliance by each of the Borrowers and their respective Principal Subsidiaries with all written agreements or instruments to which such Borrower or any such Principal Subsidiary is a party and all applicable requirements of law, (c) provide that they will remain in full force and effect through the respective dates set forth in such policies and (d) will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement.  None of the Borrowers and their respective Principal Subsidiaries are in default with respect to its obligations under any of such insurance policies and have not received any notification of cancellation of any such insurance policies.

6.11

Taxes

The Borrowers and their respective Principal Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and those where the failure to file or pay would not have a Material Adverse Effect.  There is no unpaid tax claimed by any governmental Authority to be due against any of the Borrowers or any of their respective Principal Subsidiaries that would, if made, have a Material Adverse Effect.  As of the Closing Date, none of the Borrowers and their respective Principal Subsidiaries is party to any tax sharing agreements other than as set forth on Schedule 6.11.

6.12

ERISA Compliance

(a)

Except as would not reasonably be likely to result in a Material Adverse Effect, each Pension Plan sponsored or maintained by a Borrower is in substantial compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws.  Each Pension Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or an application for such a letter is currently being processed by the Internal Revenue Service with respect thereto and, to the best knowledge of each Borrower, nothing has occurred which has not been or cannot be corrected that would prevent, or cause the loss of, such qualification.  Each Borrower, and to the best knowledge of each Borrower, each ERISA Affiliate have made all required contributions to each Pension Plan or, any delinquent contributions, have been corrected pursuant to a government sponsored correction program, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Pension Plan.

(b)

There are no pending or, to the best knowledge of each Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that would reasonably be expected to result in a Material Adverse Effect.  There has been no

47

prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted in a Material Adverse Effect.

(c)

(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) each Borrower, and to the best knowledge of each Borrower, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither any Borrower, nor to the knowledge of each Borrower, any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) no Borrower, or to the best knowledge of each Borrower, any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

6.13

Subsidiaries

As of the Closing Date, none of the Borrowers has any Principal Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13, and all of the outstanding Equity Interests entitled to vote for the election of directors or other governing Persons in such Principal Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by such Borrower in the amounts specified on Part (a) of Schedule 6.13 free and clear of all Liens.  All of the outstanding Equity Interests entitled to vote in each Borrower have been validly issued and are fully paid and nonassessable, and the Equity Interests of each Borrower (other than NU) are owned by NU to the extent specified, as of the Closing Date, on Part (b) of Schedule 6.13 free and clear of all Liens.

6.14

Use of Proceeds; Margin Regulations; Investment Company Act

(a)

The proceeds of the Loans will be used for working capital, capital expenditures and other general corporate purposes (including the repayment of Indebtedness).  The proceeds of the Loans will not be used in any way which would violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System.  No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)

None of the Borrowers and their respective Subsidiaries is a “registered investment company” or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

6.15

Disclosure

Each Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Principal Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to

48

state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6.16

Compliance with Laws

Each of the Borrowers and their respective Principal Subsidiaries are in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not have a Material Adverse Effect.

6.17

Solvency

Each Borrower, together with its Subsidiaries on a consolidated basis, are and, upon the incurrence of any Borrowing on any date on which this representation and warranty is made, will be, Solvent.

6.18

Taxpayer Numbers and Other Information

Each Borrower’s (a) true and correct U.S. taxpayer identification number, (b) full legal name, (c) state of incorporation, formation or organization and (d) the address of its principal place of business are set forth on Schedule 6.18.

6.19

OFAC

No Borrower, nor, to the knowledge of any Borrower, any Related Party, (a) is currently the subject of any Sanctions, (b) is located, organized or residing in any Designated Jurisdiction, or (c) is or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction.  No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, any Joint Lead Arranger, the Administrative Agent or the Swing Line Lender) of Sanctions.

6.20

Money Laundering

None of the Borrowers or any of their Affiliates (a) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (b) has been assessed civil penalties under any Anti-Money Laundering Laws or (c) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.  Each of the Borrowers has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law), to ensure that such Borrower and its Subsidiaries each is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.

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ARTICLE VII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any commitment hereunder, any Loan or other obligation hereunder shall remain unpaid or unsatisfied, each of the Borrowers hereby agrees that it shall, and shall (except in the case of the covenants set forth in Sections 7.01, 7.02, and 7.03) cause each of its Principal Subsidiaries to:

7.01

Financial Statements

Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)

with respect to each Borrower, as soon as available, but in any event within one hundred five (105) days after the end of each fiscal year of such Borrower, a consolidated balance sheet of such Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and to the effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or in a letter) and fairly present in all material respects the financial condition of such Borrower and its Subsidiaries at the dates thereof and the results of its consolidated operations for the periods covered thereby; and

(b)

with respect to each Borrower, as soon as available, but in any event within fifty (50) days after the end of each of the first three (3) fiscal quarters of each fiscal year of such Borrower, a consolidated balance sheet of such Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of such Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of such Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of such Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 7.02(d), no Borrower shall be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of each Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

7.02

Certificates; Other Information

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Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)

concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a certificate substantially in the form of Exhibit 7.02(a) signed by a Responsible Officer of each of the Borrowers (the “Compliance Certificate”) (i) stating that no Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that such Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail computations evidencing compliance with Section 8.06 hereof as determined on the last day of the fiscal quarter immediately preceding the fiscal quarter during which such certifications are to be delivered pursuant to this clause (b) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 7.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(b)

concurrently with the delivery of the financial statements referred to in clauses (a) and (b) of Section 7.01, a copy of the certification (if any) signed by the principal executive officer and the principal financial officer of each Borrower (each a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officer as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in such Borrower’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period;

(c)

contemporaneously with the filing or mailing thereof, copies of all financial statements sent by each Borrower to shareholders and all reports, notices, proxy statements or other communications sent by such Borrower to its shareholders, and all reports under Sections 12, 13 and 14 and under any rules promulgated with respect to such sections (including all reports on Forms 8-K, 10-K and 10-Q, along with all amendments and supplements thereto) of the Securities and Exchange Act of 1934, as amended, all Schedules 13D and 13G and all amendments thereto, and registration statements filed by such Borrower with any securities exchange or with the SEC or any successor;

(d)

promptly, and in any event within five (5) Business Days after receipt thereof by any Borrower or any Subsidiary thereof, copies of each formal notice received from the SEC (or comparable agency in any applicable non-U.S.  jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Borrower or such Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect; and

(e)

promptly, such additional information regarding the business, financial or corporate affairs of any Borrower or any Principal Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which NU or the applicable Borrower posts such documents, or provides a link thereto on NU’s or such Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on NU’s or such Borrower’s behalf on an Internet or intranet website, if any, to which each

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Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) each Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) each Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to such Borrower or its securities) (each, a “Public Lender”).  Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to such Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

7.03

Notices

Promptly notify the Administrative Agent and each Lender of:

(a)

the occurrence of any Default;

(b)

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including as a result of: (i) breach or non-performance of, or any default under, a Contractual Obligation of any Borrower or any Principal Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between any Borrower or any Principal Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower or any Principal Subsidiary, including pursuant to any applicable Environmental Laws;

(c)

the occurrence of any ERISA Event; and

(d)

any announcement by Moody’s or S&P of any change in a Reference Rating.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the applicable Borrower setting forth details of the occurrence referred to therein and stating what action such Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to

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Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.04

Payment of Taxes

Pay and discharge as the same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Borrower or such Subsidiary and all lawful claims which, if unpaid, would by law become a Lien upon its property, except in each case where the failure to pay such amounts would not have a Material Adverse Effect.

7.05

Preservation of Existence, Etc

(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.02; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would not have a Material Adverse Effect.

7.06

Maintenance of Properties

(a)  Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities; provided, however, that in each of the foregoing cases described in clauses (a), (b), and (c), none of the Borrowers and Principal Subsidiaries will be prevented from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the reasonable judgment of such Borrower or Principal Subsidiary, as applicable, desirable in the operation or maintenance of its business and would not result, or be reasonably likely to result, in a Material Adverse Effect.

7.07

Maintenance of Insurance

Maintain with financially sound and reputable insurance companies not Affiliates of any Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

7.08

Compliance with Laws

Comply (a) with the Patriot Act and OFAC rules and regulations, (b) in all material respects, with the requirements of all other Laws (including Environmental Laws and Anti-Money Laundering Laws) applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, (c) all material provisions of its charter documents, by-laws, operating agreement, certificate and other constituent documents, as applicable, and (d) all material applicable decrees, orders, and judgments, except where the failure to comply with clauses (b) through (c) above would not have a Material Adverse Effect.

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7.09

Books and Records

Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Borrower or such Principal Subsidiary, as the case may be, in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower or such Subsidiary, as the case may be.

7.10

Inspection Rights

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the applicable Borrower.

7.11

Use of Proceeds

Use the proceeds of the Borrowings for working capital, capital expenditures and other general corporate purposes (including the repayment of Indebtedness) not in contravention of any Law or of any Loan Document.  The proceeds of the Loans will not be used in any way which would violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System.

7.12

Further Assurances

(a)

Promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be necessary or that the Required Lenders through the Administrative Agent may reasonably request to enable the Lenders and the Administrative Agent to carry out to their reasonable satisfaction the transactions contemplated by this Agreement and enforce the terms and provisions of this Agreement and to exercise their rights and remedies hereunder or under the Notes, and

(b)

Use all commercially reasonable efforts to duly obtain governmental approvals required in connection with this Agreement from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such governmental approvals in full force and effect.

7.13

Conduct of Business

Except as permitted by Section 8.02, conduct its primary business in substantially the same manner and in substantially the same fields as such business is conducted on the date hereof.

7.14

Governmental Approvals

Duly obtain on or prior to such date as the same may become legally required, and thereafter maintain in effect at all times, all Governmental Approvals on its part to be obtained, except in the case of those Governmental Approvals referred to in clause (ii) of the definition of “Governmental Approval”, (i) those the absence of which could not reasonably be expected to result in a Material Adverse Effect, and (ii) those that such Borrower or such Principal Subsidiary is diligently attempting in good faith to obtain, renew or extend, or the requirement for which such Borrower or such Principal Subsidiary is contesting in good faith by appropriate proceedings or by other appropriate means; provided, however, that the

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exception afforded by clause (ii), above, shall be available only if and for so long as such attempt or contest, and any delay resulting therefrom, could not reasonably be expected to result in a Material Adverse Effect.

ARTICLE VIII

NEGATIVE COVENANTS

So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each of the Borrowers hereby agrees that it shall not, nor shall it  permit any of its Principal Subsidiaries to (except in the case of the covenant set forth in Section 8.06, which shall apply only to Borrowers), directly or indirectly:

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)

Liens granted, incurred or existing in the ordinary course of business not in connection with the borrowing of money or the obtaining of credit and not otherwise described below,

(b)

Liens arising in connection with the sale of accounts receivable,

(c)

Liens existing on acquired property at the time of acquisition thereof by such Borrower or Subsidiary which liens do not extend to any property other than such acquired properties,

(d)

any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by a Borrower or any Subsidiary, and any Lien on any assets existing at the time of acquisition thereof by a Borrower or a Subsidiary or created within one hundred eighty (180) days from the date of completion of such acquisition or construction; provided that such Lien or construction mortgage shall at all times be confined solely to the assets so acquired or constructed and any additions thereto;

(e)

Liens existing on the date hereof and disclosed on Schedule 8.01;

(f)

Liens created by the First Mortgage Indentures, so long as by the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will arise upon the occurrence of a Default or Event of Default hereunder;

(g)

with respect to any Subsidiary, “Permitted Liens” or “Permitted Encumbrances” under the First Mortgage Indenture to which such Subsidiary is a party, in each case to the extent such Liens do not secure Indebtedness of such Subsidiary;

(h)

Liens resulting from legal proceedings being contested in good faith by appropriate legal or administrative proceedings by any Borrower or any Subsidiary, and as to which such Borrower or such Subsidiary, to the extent required by GAAP, shall have set aside on its books adequate reserves;

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(i)

Liens created in favor of the other contracting party in connection with advance or progress payments;

(j)

any Liens in favor of any Governmental Authority, or trustee acting on behalf of holders of obligations issued by any Governmental Authority or any financial institutions lending to or purchasing obligations of any Governmental Authority, which Lien is created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto;

(k)

Liens resulting from conditional sale agreements, capital leases or other title retention agreements;

(l)

with respect to sewage facility and pollution control bond financings, Liens on funds, accounts and other similar intangibles of the Borrower or any Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority and pledges of any Borrower’s or any Subsidiary’s interest, if any, in any bonds issued pursuant to such financings to a letter of credit bank or bond issuer or similar credit enhancer;

(m)

Liens granted on accounts receivable and Regulatory Assets in connection with financing transactions, whether denominated as sales or borrowings;

(n)

Liens on the assets of, the stock issued by or other equity of, any Subsidiary of any Borrower created to hold generating or transmission assets if such Liens are created to secure Indebtedness that is nonrecourse to such Borrower and is incurred to acquire, construct or otherwise develop such generating or transmission assets;

(o)

Liens created to secure Indebtedness of a transmission company Subsidiary of any Borrower with respect to assets transferred to such transmission company by another Subsidiary of such Borrower;

(p)

any extension, renewal or replacement of Liens permitted by clauses (c), (d), (e), (f), (g), and (k) through (n); provided, however, that the principal amount of Indebtedness secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Indebtedness so secured and that such extension, renewal or replacement shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced or to other property of no greater value than the property that secured the Lien so extended, renewed or replaced;

(q)

Liens on the assets of any Borrower and its Principal Subsidiaries granted by such Borrower and its Principal Subsidiaries to secure long term Indebtedness of such Borrower (exclusive of those granted under clauses (c), (d), (e), (f), (g) and (k) through (o) above) provided that at the time of granting such Liens (and after giving effect thereto), the aggregate amount of all such long term Indebtedness of all of the Borrowers and their respective Principal Subsidiaries taken together shall not exceed $700,000,000; and

(r)

Stranded Cost Recovery Obligations securitization transactions.  

8.02

Fundamental Changes  Merge, amalgamate, dissolve, liquidate, wind-up or consolidate (or suffer any liquidation or dissolution) with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (including Equity Interests in Subsidiaries) (whether now owned or hereafter acquired) to or in favor of any Person unless:

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(a)

a Subsidiary of NU merges, amalgamates or consolidates with NU or any Subsidiary of NU; provided (i) if NU is party to such transaction, NU shall be the surviving entity, (ii) with respect to any such transaction to which a Borrower other than NU is party, such Borrower shall be the surviving entity in such transaction or, if a Subsidiary is the surviving entity in such transaction, such Subsidiary shall be a Domestic Subsidiary and shall expressly assume, by an amendment to this Agreement in form satisfactory to the Administrative Agent, the obligations under, and due and punctual performance of, this Agreement and (iii) that in the event that a Subsidiary is the surviving entity in such transaction, such Subsidiary shall be deemed to be, and shall be, a “Principal Subsidiary” hereunder,

(b)

a Subsidiary of NU liquidates or dissolves into, or makes an asset disposition to, NU or any Subsidiary of NU; provided (i) if NU is party to such transaction, NU shall be the entity into which assets are transferred, (ii) with respect to any such transaction to which a Borrower other than NU is party, such Borrower shall be the entity into which assets are transferred in such transaction or, if a Subsidiary is the surviving entity into which assets are transferred in such transaction, such Subsidiary shall be a Domestic Subsidiary and shall expressly assume, by an amendment to this Agreement in form satisfactory to the Administrative Agent, the obligations under, and due and punctual performance of, this Agreement) is the entity to which assets are transferred in such transaction and (iii) that in the event that a Subsidiary is the entity to which assets are transferred, in such transaction, such Subsidiary shall be deemed to be, and shall be, a “Principal Subsidiary” hereunder,

(c)

all corporate and regulatory approvals therefor have been received,

(d)

no Default or Event of Default would exist hereunder after giving effect to such transaction, and

(e)

the senior unsecured debt ratings of S&P and Moody’s applicable to (i) NU and (ii) to the extent applicable, such Principal Subsidiary that is the surviving entity in a transaction permitted under clause (a) above, (iii) to the extent applicable, the entity to which assets are transferred, in such a transaction permitted under clause (b) and (iv) to the extent applicable, the Principal Subsidiary disposing of assets to a Person other than NU or any of its Subsidiaries in a transaction permitted under clause (b) above, in each case after giving effect to such transaction, shall be at least BBB- and Baa3.  

Notwithstanding the foregoing, any disposition of assets permitted by the foregoing provisions of this Section 8.02 to a Person other than NU and its Subsidiaries may be consummated by way of merger, amalgamation or consolidation.

8.03

Change in Nature of Business

Engage in any material line of business substantially different from those lines of business conducted by such Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

8.04

Transactions with Affiliates and Insiders

Enter into any transaction of any kind with any officer, director or Affiliate of any Borrower, whether or not in the ordinary course of business, other than (a) except as otherwise specifically limited in this Agreement, transactions which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer,

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director or Affiliate, (b) any transaction for which such Borrower or Subsidiary has obtained the approval of the DPU, (c) immaterial incidental transactions among Borrower and its Affiliates which are substantially on arm’s length basis, such as cash management, facility sharing, tax sharing, management services or other overhead sharing matters, (d) intercompany transactions, including loans and advances and the provision of services, not prohibited under this Agreement or required under the Federal Power Act and the rules of the FERC or state utility commissions, in each case to the extent applicable thereto, (e) normal and reasonable compensation and reimbursement expenses of officers and directors in the ordinary course of business and (f) Stranded Cost Recovery Obligations securitization transactions.

8.05

Use of Proceeds

Use the proceeds of any Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

8.06

Consolidated Indebtedness to Capitalization Ratio

With respect to each Borrower, permit the Consolidated Indebtedness to Capitalization Ratio of such Borrower as of the end of any fiscal quarter of such Borrower to be greater than 0.65:1.00.

8.07

Compliance with ERISA  Terminate, or permit any of its ERISA Affiliates to terminate, any Pension Plan so as to result in any direct liability of such Borrower or any Principal Subsidiary to the PBGC in an amount greater than the Threshold Amount, or (b) permit to exist any occurrence of any Reportable Event which, alone or together with any other Reportable Event with respect to the same or another Pension Plan, has a reasonable possibility of resulting in direct liability of such Borrower or any Subsidiary to the PBGC in an aggregate amount exceeding the Threshold Amount, or any other event or condition that presents a material risk of such a termination by the PBGC of any Pension Plan or has a reasonable possibility of resulting in a liability of such Borrower or any Subsidiary to the PBGC or a Multiemployer Plan in an aggregate amount exceeding the Threshold Amount.

8.08

Interests in Nuclear Plants

Acquire any nuclear plant or any interest therein not held on the date hereof, other than so called “power entitlements” acquired for use in the ordinary course of business.

8.09

Financing Agreements

With respect to each Borrower only, permit any Principal Subsidiary to enter into any agreement, contract, indenture or similar obligation, or issue any security (all of the foregoing being referred to as “Financing Agreements”), that is not in effect on the date hereof, or amend or modify any existing Financing Agreement, if the effect of such Financing Agreement (or amendment or modification thereof) is to impose any additional restriction not in effect on the date hereof on the ability of such Principal Subsidiary to pay dividends to the applicable Borrower; provided, that the foregoing shall not restrict the right of any Principal Subsidiary of any Borrower created to hold generating or transmission assets, to enter into any such Financing Agreement in connection with the incurrence of Indebtedness that is nonrecourse to such Borrower and is incurred to acquire, construct or otherwise develop generating or transmission assets.

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ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01

Events of Default

Any of the following shall constitute an Event of Default with respect to any particular Borrower:

(a)

Non-Payment.  Such Borrower fails to pay (i) when and as required to be paid herein any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document, whether at the stated maturity or any accelerated date of maturity or at any other date fixed for payment; or

(b)

Specific Covenants.  Such Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02(a), 7.03(a), 7.05, 7.10, or 7.11 or Article VIII; or

(c)

Other Defaults.  Such Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after written notice from the Administrative Agent; or

(d)

Representations and Warranties.  Any representation or warranty, made or deemed made by or on behalf of such Borrower or any Principal Subsidiary herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)

Cross-Default.  (i) Such Borrower or any Principal Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise and after giving effect to applicable grace periods) in respect of any Indebtedness (other than (x) Indebtedness of such Borrower under this Agreement, but including, with respect to NU, Indebtedness of its Principal Subsidiaries hereunder and (y) Indebtedness under Swap Contracts)  having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded (or commitments to lend with respect to such Indebtedness to be terminated) or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which such Borrower or any Principal Subsidiary is the Defaulting Party (as defined in such Swap Contract) the Swap Termination Value owed by such Borrower or such Principal Subsidiary as a result thereof is greater than the Threshold Amount; or

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(f)

Insolvency Proceedings, Etc.  Such Borrower or any of its Principal Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for ninety (90) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for ninety (90) calendar days, or an order for relief is entered in any such proceeding; or

(g)

Inability to Pay Debts; Attachment.  (i) Such Borrower or any Principal Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of such Borrower and its Principal Subsidiaries and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; or

(h)

Judgments.  There is entered against such Borrower or any Principal Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and not stayed within thirty (30) days, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)

ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in direct liability of such Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) such Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)

Invalidity of Loan Documents.  Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations under this Agreement, ceases to be in full force and effect; or such Borrower or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or such Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k)

Change of Control.  There occurs any Change of Control with respect to such Borrower.

9.02

Remedies Upon Event of Default

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If any Event of Default with respect to any Borrower occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions with respect to such Borrower:

(a)

declare the commitment of each Lender to make Loans to such Borrower to be terminated, whereupon such commitments and obligation shall be terminated;

(b)

declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable by such Borrower hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by such Borrower;

(c)

exercise on behalf of itself and the Lenders all rights and remedies against such Borrower and its property available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to such Borrower or any of its Principal Subsidiaries under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans to such Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans of such Borrower and all interest and other amounts as aforesaid of such Borrower shall automatically become due and payable without further act of the Administrative Agent or any Lender.

9.03

Application of Funds

After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations of any Borrower shall be applied by the Administrative Agent to the then outstanding Obligations of such Borrower in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the in proportion to the respective amounts described in this clause Third held by them;

Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to such Borrower or as otherwise required by Law.

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ARTICLE X

ADMINISTRATIVE AGENT

10.01

Appointment and Authority

Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and no Borrower shall have rights as a third party beneficiary of any of such provisions.

10.02

Rights as a Lender

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03

Exculpatory Provisions

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the .

62

circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower or a Lender

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04

Reliance by Administrative Agent

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05

Delegation of Duties

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.06

Resignation of Administrative Agent

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrowers so long as no Event of Default has occurred and continues, which consent shall not be unreasonably withheld or delayed, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the

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retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law by notice in writing to the Borrowers and such Person remove such Person as the Administrative Agent and, with the consent of the Borrowers so long as no Event of Default has occurred and continues, which consent shall not be unreasonably withheld or delayed, appoint a successor.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  After the retiring or removed Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by or removal of Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as Swing Line Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender, and (b) the retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

10.07

Non-Reliance on Administrative Agent and Other Lenders

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in

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taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08

No Other Duties; Etc

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

10.09

Administrative Agent May File Proofs of Claim

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE XI

MISCELLANEOUS

11.01

Amendments, Etc

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers and acknowledged by the Administrative Agent, and each such

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waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that

(a)

no such amendment, waiver or consent shall:

(i)

extend or increase the Revolving Commitment of a Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Revolving Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);

(ii)

postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Revolving Commitments are to be reduced;

(iii)

reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(iv)

change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender;

(v)

change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

(b)

unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and

(c)

unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the

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United States supersedes the unanimous consent provisions set forth herein and (iv) the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

11.02

Notices and Other Communications; Facsimile Copies

(a)

Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)

if to any Borrower, the Administrative Agent or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii)

if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to a Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)

Electronic Communications.  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

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(c)

The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)

Change of Address, Etc.  Each Borrower, the Administrative Agent and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Borrower or its securities for purposes of United States Federal or state securities laws.

(e)

Reliance by Administrative Agent and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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11.03

No Waiver; Cumulative Remedies; Enforcement

No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.01 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04

Expenses; Indemnity; and Damage Waiver

(a)

Costs and Expenses.  Each of the Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender (including the reasonable fees, charges and disbursements of one counsel and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Administrative Agent and for all of the Lenders as a group (and in the event of any actual or potential conflict of interest, one additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)

Indemnification by the Borrowers.  Each of the Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,

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damages, liabilities and reasonable related expenses (including the reasonable fees, charges and disbursements of one counsel and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Indemnitees (and in the event of any actual or potential conflict of interest, one additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)

Reimbursement by Lenders.  To the extent that any of the Borrowers for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)

Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)

Payments.  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.  Payment obligations of the Borrowers under this Section 11.04 shall be subject to Section 11.19.

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(f)

Survival.  The agreements in this Section shall survive (i) the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations and (ii) the repayment of Obligations and the termination of rights and of any Borrower pursuant to Section 2.06.

11.05

Payments Set Aside.

To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06

Successors and Assigns

(a)

Successors and Assigns Generally.  The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)

Assignments by Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)

Minimum Amounts.

(A)

in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing

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to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)

in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Loans unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, each Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii)

Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)

the consent of each Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B)

the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of the Revolving Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C)

the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Commitment.

(iii)

Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iv)

No Assignment to Certain Persons.  No such assignment shall be made (A) to any Borrower or any of the Borrowers’ Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural person.

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(v)

Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of each Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Swing Line Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.  

(c)

Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)

Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a

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natural person, a Defaulting Lender or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant.  Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.  No sale of a participation shall be effective unless and until it has been recorded in the Participant Register as provided in this paragraph (d).

(e)

Limitation on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with each Borrower’s prior written consent. Furthermore, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.

(f)

Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g)

Resignation as Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender.  In the event of any such resignation as Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Swing Line Lender, as the case may be.  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender, as the case may be.

11.07

Treatment of Certain Information; Confidentiality

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) with the consent of each Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than any Borrower, (i) to rating agencies if requested or required by such agency in connection with a rating relating to the Loans hereunder and (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement.

For purposes of this Section, “Information” means all information received from a Borrower or any Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by such Borrower or any Subsidiary, provided that, in the case of information received from a Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning any Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

11.08

Set-off

If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have.  Each Lender agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09

Interest Rate Limitation

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10

Counterparts; Integration; Effectiveness

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.01,

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this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11

Survival of Representations and Warranties

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

11.12

Severability

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13

Replacement of Lenders

If (i) any Lender requests compensation under Section 3.04, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the rights and restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)

the applicable Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(b)

such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans, accrued interest thereon, accrued fees

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and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c)

in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)

such assignment does not conflict with applicable Laws; and

(e)

in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Revolving Commitments and outstanding Loans and participations in Swing Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

11.14

Governing Law; Jurisdiction; Etc

(a)

GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b)

SUBMISSION TO JURISDICTION.  EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY

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OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)

WAIVER OF VENUE.  EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)

SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15

Waiver of Right to Trial by Jury

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16

Electronic Execution of Assignments and Certain Other Documents

The words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.17

USA PATRIOT Act

Each Lenderthat is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Borrower, which information

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includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.18

No Advisory or Fiduciary Relationship

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (ii) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, the Joint Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for any Borrower or any of Affiliates or any other Person and (ii) none of the Administrative Agent, the Joint Lead Arrangers and the Lenders has any obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and none of the Administrative Agent, the Joint Lead Arrangers and the Lenders has any obligation to disclose any of such interests to any Borrower or its Affiliates.  To the fullest extent permitted by law, each Borrower hereby waives and releases, any claims that it may have against the Administrative Agent, any Joint Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.19

Pro Rata Shares of Obligations of Borrowers

Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under Sections 3.01, 3.04, 3.05, and 11.04, such pro rata share to be determined on the basis of such Borrower’s Facility Percentage; provided, however, that if and to the extent that any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

11.20

Limitation of Liability

No shareholder or trustee of NU shall be held to any liability whatever for the payment of any sum of money or for damages or otherwise under any Loan Document, and such Loan Documents shall not be enforceable against any such shareholder or trustee in its or his or her individual capacity and such Loan Documents shall be enforceable against the trustees of NU only in such trustee capacity, and every person, firm, association, trust or corporation having any claim or demand arising under such Loan Documents and relating to NU, its shareholders or trustees shall look solely to the trust estate of NU for the payment or satisfaction thereof.

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[SIGNATURE PAGES FOLLOW]

81

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWERS:

NORTHEAST UTILITIES,
an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

NSTAR LLC,
a Massachusetts limited liability company

NSTAR GAS COMPANY,
a Massachusetts corporation

THE CONNECTICUT LIGHT AND POWER COMPANY,
a Connecticut corporation

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,
a New Hampshire corporation

WESTERN MASSACHUSETTS ELECTRIC COMPANY,
a Massachusetts corporation

YANKEE GAS SERVICES COMPANY,
a Connecticut corporation

By: /S/PHILIP J. LEMBO

Name:  Philip J. Lembo

Title:     Vice President & Treasurer

NORTHEAST UTILITIES

CREDIT AGREEMENT

ADMINISTRATIVE
AGENT:

BANK OF AMERICA, N.A.

as Adminstrative Agent

By: /S/ MIKE MASON

Name:  Mike Mason

Title:     Director

NORTHEAST UTILITIES

CREDIT AGREEMENT

LENDERS:

BANK OF AMERICA, N.A., 

as a Lender and Swing Line Lender

By: /S/MIKE MASON

Name:  Mike Mason

Title:     Director

BARCLAYS BANK, PLC.,

as a Lender

By: /S/ VANESSA A. KURBATSKIY

Name:  Vanessa A. Kurbatskiy

Title:     Vice President

CITIBANK, N.A.,

as a Lender

By: /S/ MAUREEN P. MARONEY

Name:  Maureen P. Maroney

Title:     Vice President

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /S/ PETER CHRISTENSEN

Name: Peter Christensen

Title:    Vice President

UNION BANK, N.A.,

as a Lender

By: /S/ JEFF FESENMAIER

Name:  Jeff Fesenmaier

Title:     Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /S/ KEITH LUETTEL

Name:  Keith Luettel

Title:    Vice President

THE BANK OF NEW YORK MELLON,

as a Lender

By: /S/ JOHN WATT

Name:  John Watt

Title:    Vice President

NORTHEAST UTILITIES

CREDIT AGREEMENT

GOLDMAN SACHS BANK USA,

as a Lender

By: /S/MARK WALTON

Name:  Mark Walton

Title:     Authorized Signatory

TD BANK, N.A.,

as a Lender

By: /S/ SHANNON BATCHMAN

Name:  Shannon Batchman

Title:     Director

UBS LOAN FINANCE LLC,

as a Lender

By: /S/ IRJA P. OTSA

Name:  Irja P. Otsa

Title:    Associate Director

By:/S/ DAVID URBAN

Name:  David Urban

Title:    Associate Director

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /S/ CRAIG A. HANSELMAN

Name: Craig A. Hanselman

Title:    Vice President

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

By: /S/ ANDREW N.TAYLOR

Name:  Andrew N. Taylor

Title:     Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /S/ JAMES O’SHAUGHNESSY

Name:  James O’Shaughnessy

Title:    VP-Portfolio Manager

MIZUHO CORPORATE BANK, LTD.,

as a Lender

By: /S/ RAYMOND VENTURA

Name:  Raymond Ventura

NORTHEAST UTILITIES

CREDIT AGREEMENT

Title:    Deputy General Manager

ROYAL BANK OF CANADA,

as a Lender

By: /S/ KYLE E. HOFFMAN

Name:  Kyle E. Hoffman

Title:    Authorized Signatory

STATE STREET BANK AND TRUST COMPANY,

as a Lender

By: /S/ MARY H. CAREY

Name:  Mary H. Carey

Title:    Vice President

NORTHEAST UTILITIES

CREDIT AGREEMENT

Schedule 2.01

REVOLVING COMMITMENTS AND APPLICABLE PERCENTAGES

Lenders

Revolving Commitment

Applicable Percentage

Bank of America, N.A.	$79,062,500.00	6.875000000%
Barclays Bank PLC	$79,062,500.00	6.875000000%
Citibank, N.A.	$79,062,500.00	6.875000000%
JPMorgan Chase Bank, N.A.	$79,062,500.00	6.875000000%
Union Bank, N.A.	$79,062,500.00	6.875000000%
Wells Fargo Bank, N.A.	$79,062,500.00	6.875000000%
Bank of New York Mellon	$69,079,861.11	6.006944444%
Goldman Sachs Bank USA	$69,079,861.12	6.006944448%
TD Bank, N.A.	$69,079,861.11	6.006944444%
UBS Loan Finance LLC	$69,079,861.11	6.006944444%
KeyBank National Association	$69,079,861.11	6.006944444%
The Royal Bank of Scotland plc	$69,079,861.11	6.006944444%
U.S. Bank National Association	$69,079,861.11	6.006944444%
Mizuho Corporate Bank, Ltd.	$69,079,861.11	6.006944444%
Royal Bank of Canada	$69,079,861.11	6.006944444%
State Street Bank and Trust Company	$53,906,250.00	4.687500000%
Total:	$1,150,000,000.00	100.000000000%

Schedule 6.11

TAX SHARING AGREEMENTS

Third Amended and Restated Tax Allocation Agreement dated as of April 10, 2012, among Northeast

Utilities and its direct and indirect subsidiaries.

Schedule 6.13

SUBSIDIARIES

(a) Principal Subsidiaries

1)   NSTAR LLC

2)   NSTAR Gas Company

3)   NSTAR Electric Company

4)   The Connecticut Light and Power Company

5)   Public Service Company of New Hampshire

6)   Western Massachusetts Electric Company

7)   Yankee Gas Services Company

Name	Class of Stock	Number of Shares	Owner
NSTAR LLC	Limited Liability Company Interest	No shares issued.  Northeast Utilities owns 100% of the limited liability company interests.	Northeast Utilities
NSTAR Gas Company	Common Stock	2,857,000	Northeast Utilities (by and through its wholly-owned subsidiary NSTAR LLC)
NSTAR Electric Company1	Common Stock	100	Northeast Utilities (by and through its wholly-owned subsidiary NSTAR LLC)
The Connecticut Light and Power Company 2	Common Stock	6,035,205	Northeast Utilities
Public Service Company of New Hampshire	Common Stock	301	Northeast Utilities
Western Massachusetts Electric Company	Common Stock	434,653	Northeast Utilities
Yankee Gas Services	Common Stock	1,000	Northeast Utilities (by

¹ There are  430,000 issued and outstanding shares of preferred stock held by third party investors. The preferred stockholders are not presently entitled to volte, but whould become entitled to vote for the election of directors upon certain events of default.

² There are 2,324,000 issued and outstanding shares of preferred stock held by third party investors.  The preferred stockholders are not presently entitled to vote, but would become entitled to vote for the election of directors upon certain events of default.

Name	Class of Stock	Number of Shares	Owner
Company			and through its wholly-owned subsidiary Yankee Energy System, Inc.)

(b) Equity Interests of Borrowers (other than NU)

Name	Class of Stock	Number of Shares	Owner
NSTAR LLC	Limited Liability Company Interest	No shares issued.  Northeast Utilities owns 100% of the limited liability company interests.	Northeast Utilities
NSTAR Gas Company	Common Stock	2,857,000	Northeast Utilities (by and through its wholly-owned subsidiary NSTAR LLC)
The Connecticut Light and Power Company	Common Stock Preferred Stock	6,035,205 2,324,000	Northeast Utilities Third Party Investors
Public Service Company of New Hampshire	Common Stock	301	Northeast Utilities
Western Massachusetts Electric Company	Common Stock	434,653	Northeast Utilities
Yankee Gas Services Company	Common Stock	1,000	Northeast Utilities (by and through its wholly-owned subsidiary Yankee Energy System, Inc.)

Schedule 6.18

TAXPAYER AND ORGANIZATIONAL IDENTIFICATION NUMBERS; LEGAL NAME; STATE OF FORMATION; PRINCIPAL PLACE OF BUSINESS

Taxpayer Identification Number	Legal Name	State of Formation	Principal Place of Business
04-2147929	Northeast Utilities	MA	One Federal Street, Building 111-4 Springfield, MA 01105
27-4125230	NSTAR LLC	MA	800 Boylston Street Boston, MA 02199
04-1989250	NSTAR Gas Company	MA	800 Boylston Street Boston, MA 02199
06-0303850	The Connecticut Light and Power Company	CT	107 Selden Street Berlin, CT 06037
02-0181050	Public Service Company of New Hampshire	NH	780 North Commercial Street Manchester, NH 03101
04-1961130	Western Massachusetts Electric Company	MA	One Federal Street, Building 111-4 Springfield, MA 01105
06-0835504	Yankee Gas Services Company	CT	107 Selden Street Berlin, CT 06037

Schedule 8.01

LIENS EXISTING ON THE CLOSING DATE

1)  In connection with the BEC II Securitization (as defined in the Existing NSTAR LLC Credit Agreement), NSTAR Electric granted to BEC Funding II LLC a back-up security interest in the related rights, title and interest to all revenues, collections, claims, payments, money or proceeds of or arising from the charge utilized by NSTAR Electric or Commonwealth Electric Company to recover  its  respective  reimbursable  transition  costs  (as  defined  in  Chapter  164  of  the Massachusetts Acts of 1997) (the “Transition Property”), in the event that it was ever determined that the transfer of the Transition Property from NSTAR Electric to BEC Funding II LLC was not a true sale.

2)  In connection with the CEC Securitization (as defined in the Existing NSTAR LLC Credit Agreement), Commonwealth Electric Company, (now by merger NSTAR Electric) granted to CEC Funding LLC a back-up security interest in the related Transition Property in the event that it was ever determined that the transfer of the Transition Property from NSTAR Electric to CEC Funding LLC was not a true sale.

Schedule 11.02

CERTAIN ADDRESSES FOR NOTICES

1.

Borrowers

Northeast Utilities

56 Prospect Street

Hartford, CT 06103

Attn:  Phil Lembo, Vice President and Treasurer

2.

Administrative Agent

For payments and Requests for Credit Extensions:

Bank of America, N.A.

One Independence Center

101 North Tryon St. NC1-001-04-39

Charlotte, NC 28255-0001

Attention: Jelani S. Ford

Telephone:  980-386-7637

Telecopier:  704-719-8266

Electronic Mail: jelani.s.ford@baml.com

Account Information (for U.S. Dollars):

Bank of America, N.A.

New York, New York

ABA #:  026 009 593

Acct.#:  1366212250600

Account Name:  Credit Services

Ref:  Northeast Utilities

For all other Notices (Financial Statements, Compliance Certificates):

Bank of America, N.A.

Agency Management - East

101 South Tryon Street, 15th Floor

NC1-002-15-36

Charlotte, NC 28255

Attention: Kimberly D. Williams

Telephone:  980-387-5448

Telecopier:  704-409-0650

Electronic Mail:  kim.williams@baml.com

3.

Swing Line Lender:

Bank of America, N.A.

Bank of America Corporate Center

100 North Tryon Street, 15th Floor

NC1-007-17-18

Charlotte, NC 28255-0001

Attention: Michael W. Mason

Telephone:  980-683-1839

Telecopier:  980-233-7196

Electronic Mail: michael.mason@baml.com

Account Information (for U.S. Dollars): Bank of America, N.A.

New York, New York

ABA #:  026 009 593

Acct.#:  1366212250600

Account Name:  Credit Services

Ref:  Northeast Utilities

Exhibit 2.01(a)

[FORM OF] LOAN NOTICE

Date:                  __,         

To:

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby requests (select one):

o      A Borrowing of a Revolving Loan                    

o      A conversion or continuation of a Revolving Loan

1.

On                                                _______           

(a Business Day).

2.

In the amount of $                                             .

.¹

3.

Comprised of                                            .

²

[Type of Loan requested]

4.

For Eurodollar Rate Loans: with an Interest Period of      months. ³

5.

For the following Borrower:                                  .

The Borrowing, if any, requested herein (i) complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement and (ii) the applicable Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

¹In the case of a Eurodollar Rate Borrowing, not less than $5,000,000 or a larger multiple of $1,000,000; in the case of a Base Rate Borrowing, not less than $5,000,000 or a larger multiple of $1,000,000.

²Eurodollar Rate Loans or Base Rate Loans.

³Which must comply with the definition of "Interest Period": and end not later than the Revolving Loan Maturity Date.

Signature Page(s) Follow]

[LOAN NOTICE TO BE SIGNED BY APPLICABLE BORROWER ONLY] [NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                              

Name:

Title:]

[NSTAR LLC,

a Massachusetts limited liability company

By:                                              

Name:

Title:]

[NSTAR GAS COMPANY,

a Massachusetts corporation

By:                                              

Name:

Title:]

[THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                              

Name:

Title:]

[PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                              

Name:

Title:]

[WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                              

Name:

Title:]

[YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

By:                                              

Name:

Title:]

Exhibit 2.04(b)

[FORM OF] SWING LINE LOAN NOTICE

Date:               __,         

To:

Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby requests a Swing Line Loan:

1.

On                                                          

(a Business Day).

2.

In the amount of $                                   

. 1

3.

For the following Borrower:                                    .

The Swing Line Borrowing requested herein (i) complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Credit Agreement and (ii) the applicable Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Swing Line Borrowing.

[Signature Page(s) Follow]

¹Not less than $500,000 or a larger multiple of $100,000.

[SWING LINE LOAN NOTICE TO BE SIGNED BY APPLICABLE BORROWER ONLY]

[NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                              

Name:

Title:]

[NSTAR LLC,

a Massachusetts limited liability company

By:                                               

Name:

Title:]

[NSTAR GAS COMPANY,

a Massachusetts corporation

By:                                               

Name:

Title:]

[THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                               

Name:

Title:]

[PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                               

Name:

Title:]

[WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                               

Name:

Title:]

Exhibit 2.05

[FORM OF] PREPAYMENT NOTICE

Date:                  __,         

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

This Prepayment Notice is delivered to you pursuant to Section 2.05 of the Credit Agreement. The undersigned hereby gives notice of a prepayment of Loans as follows:

1.

oRevolving Loans

  oSwing Line Loans

2.

On                                                          

(a Business Day).

3.

In the amount of $                                   

. ¹

4.

For Revolving Loans: comprised of                            .

. ²

[Type of Loan]

5.

For Eurodollar Rate Loans: with an Interest Period ending     

, 201_.

6.

For the following Borrower:                                    

.

This  Prepayment  Notice  and  prepayment  contemplated  hereby  comply  with  the  Credit

Agreement, including Section 2.05 of the Credit Agreement.

[Signature Page(s) Follow]

¹In the case of a Eurodollar Rate Loan, not less than $2,000,000 or a larger multiple of $1,000,000; in the case of a Base Rate loan, not less than $1,000,000 or a larger multiple of $500,000; in the case of a Swing Line Loan, not less than $500,000 or a larger multiple of $100,000.

² Eurodollar Rate Loans or Base Rate Loans.

[PREPAYMENT NOTICE TO BE SIGNED BY APPLICABLE BORROWER ONLY]

[NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                              

Name:

Title:]

[NSTAR LLC,

a Massachusetts limited liability company

By:                                              

Name:

Title:]

[NSTAR GAS COMPANY,

a Massachusetts corporation

By:                                              

Name:

Title:]

[THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                              

Name:

Title:]

[PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                              

Name:

Title:]

[WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                              

Name:

Title:]

[YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

By:                                          

Name:

Title:]

Exhibit 2.11(a)-1

[FORM OF] REVOLVING NOTE

FOR VALUE RECEIVED, ____________________ (the "Borrower")¹, hereby promises to pay to ________________ or its registered assigns ( "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the other Borrowers party thereto, the Lenders  from  time  to  time  party  thereto  and  Bank  of  America,  N.A.,  as  Administrative  Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.   If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the Default Rate.

This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.   Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note.

THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

¹Each Borrower will execute an individual Revolving Note for each Lender.

[REVOLVING NOTE TO BE SIGNED BY APPLICABLE BORROWER ONLY]

IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be duly executed by its duly authorized officer as of the day and year first above written.

[NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                              

Name:

Title:]

[NSTAR LLC,

a Massachusetts limited liability company

By:                                              

 

Name:

Title:]

[NSTAR GAS COMPANY,

a Massachusetts corporation

By:                                               

Name:

Title:]

[THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                               

Name:

Title:]

[PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                               

Name:

Title:]

[WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                               

Name:

Title:]

[YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

Name:

Title:]

Exhibit 2.11(a)-2

[FORM OF] SWING LINE NOTE

FOR VALUE RECEIVED, ______________________(THE "Borrower"¹hereby promises to pay to Bank of America, N.A. or its registered assigns (the “Swing Line Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the other Borrowers party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Swing Line Lender in Dollars in immediately available funds at the location designated by the Swing Line Lender.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the Default Rate.

This Swing Line Note is one of the Swing Line Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.  Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Swing Line Note.

THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

¹ Each Borrower will execute an individual Swing Line Note.

[SWING LINE NOTE TO BE SIGNED BY APPLICABLE BORROWER ONLY]

IN WITNESS WHEREOF, the Borrower has caused this Swing Line Note to be duly executed by its duly authorized officer as of the day and year first above written.

[NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                               

Name:

Title:]

[NSTAR LLC,

a Massachusetts limited liability company

By:                                              

Name:

Title:]

[NSTAR GAS COMPANY, a Massachusetts corporation

By:                                               

Name:

Title:]

[THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                               

Name:

Title:]

[PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                               

Name:

Title:]

[WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                               

Name:

Title:]

[YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

By:                                          

Name:

Title:]

Exhibit 3.01(e)-1

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement ated July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”) among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN.   By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:                                                

Name:                                                     

Title:                                                        

Date:                    , 20 

Exhibit 3.01(e)-2

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”) among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:                                                

Name:                                   

Title:                                      

Date:                    , 20 

Exhibit 3.01(e)-3

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”) among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:                                                

Name:                                    

Title:                                       

Date:                    , 20   

Exhibit 3.01(e)-4

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”) among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:                                                

Name:                                      

Title:                                        

Date                    , 20 

Exhibit 7.02(b)

[FORM OF] COMPLIANCE CERTIFICATE

:

Financial Statement Date:________________, ______

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (“NU”), NSTAR LLC, a Massachusetts limited liability company (“NSTAR LLC”), NSTAR Gas Company, a Massachusetts corporation (“NSTAR Gas”), The Connecticut Light and Power Company, a Connecticut corporation (“CL&P”), Public Service Company of New Hampshire, a New Hampshire corporation (“PSNH”), Western Massachusetts Electric Company, a Massachusetts corporation (“WMECO”), and Yankee Gas Services Company, a Connecticut corporation (“Yankee Gas”, and together with NU, NSTAR LLC, NSTAR Gas, CL&P, PSNH and WMECO, the “Borrowers” and each a “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                       of [BORROWER], and that, as such, he/she is authorized to execute and deliver this Compliance Certificate (this “Certificate" to the Administrative Agent on the behalf of [BORROWER], and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.          [BORROWER]  has  delivered  the  year-end  audited  financial  statements  required  by Section 7.01(a) of the Credit Agreement for the fiscal year of [BORROWER] ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.             [BORROWER] has delivered the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of [BORROWER] ended as of the above date.  Such financial statements fairly present in all material respects the financial condition, results of operations, shareholder's equity and cash flows of [BORROWER] and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.          The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of [BORROWER] during the accounting period covered by such financial statements.

3.          A review of the activities of [BORROWER] during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period [BORROWER] performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period [BORROWER] performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default

or Event of Default and its nature and status:]

4.          The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate.

5.          There has been [no] change in GAAP or the application thereof since the date of the most recent financial statements delivered pursuant to Section 7.01(a) of the Credit Agreement. [If any change in GAAP has occurred, please specify the effect of such change on the financial statements accompanying this certificate].

[Signature Page(s) Follow]

IN  WITNESS  WHEREOF,  the  undersigned  Borrower  has  executed  this  Certificate  as  of ______________________,  _______

,

[NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                              

Name:

Title:]

[NSTAR LLC,

a Massachusetts limited liability company

By:                                               

Name:

Title:]

[NSTAR GAS COMPANY,

a Massachusetts corporation

By:                                               

Name

Title:]

[THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                               

Name:

Title:]

[PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                               

Name:

Title:]

[WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                               

Name:

Title:]

[YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

By:                                               

Name:

Title:]

Exhibit 11.06(b)

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the "Assignment and Assumption " is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”).    [It  is  understood  and  agreed  that  the  rights  and  obligations  of  [the  Assignors][the Assignees] hereunder are several and not joint.]1  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities2) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment  is  without  recourse  to  [the][any]  Assignor  and,  except  as  expressly  provided  in  this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.          Assignor[s]:                                                                  

[Assignor [is] [is not] a Defaulting Lender]

2.

Assignee[s]:

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

¹Include bracketed language if there are either multiple Assignors or multiple Assignees.

²Include all applicable subfacilities.

3.

Borrowers:        Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts, NSTAR LLC, a Massachusetts limited liability company, NSTAR Gas Company, a Massachusetts corporation, The Connecticut Light and Power Company, a Connecticut corporation, Public Service Company of New Hampshire, a New Hampshire corporation, Western Massachusetts Electric Company, a Massachusetts corporation, and Yankee Gas Services Company, a Connecticut corporation

4.

Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit

Agreement

5.

Credit Agreement:

Credit Agreement, dated as of July 25, 2012, among the Borrowers, the

Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent

6.

Assigned Interest[s]:

Assignor[s]	Assignee[s]	Aggregate Amount of Revolving Commitments for all Lenders3	Amount of Revolving Commitments Assigned	Percentage Assigned of Revolving Commitments4	CUSIP  Number
		$	$	%
		$	$	%
		$	$	%

[7.

Trade Date: ________________

]⁵

Effective  Date:  __________________, 20__ [TO BE INSERTED BY THE ADMIISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATIN OF TRANSFER IN THE REGISTER THEREFOR.]

_,  20

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]

[NAME OF ASSIGNOR]

By:__________________________

 Name:

Title:

ASSIGNEE[S]

³ Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁴ Set forth, to at least 9 decimals, as a percentage of the Revolving Commitments of all Lenders thereunder.

⁵To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

[NAME OF ASSIGNEE]

By:  ___________________________ 

 Name:

 Title:

[Consented to and]6Accepted:

BANK OF AMERICA, N.A., as  Administrative Agent

By:                                              

Name:

Title:

Consented to:]⁷

[BANK OF AMERICA, N.A., as Swing Line Lender]

By:                                             

Name:

Title:

[NORTHEAST UTILITIES,

an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts

By:                                                           

Name:

Title:

NSTAR LLC,

a Massachusetts limited liability company

By:                                                          

Name:

Title:

NSTAR GAS COMPANY,

a Massachusetts corporation

By:                                                     

Name:

Title: 

⁶To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁷To be added only if the consent of the Borrowers and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement.d

THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

By:                                                           

Name:

Title:

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

By:                                                           

Name:

Title:

WESTERN MASSACHUSETTS ELECTRIC COMPANY,

a Massachusetts corporation

By:                                                           

Name:

Title:

YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

By:                                                           

Name:

Title:]

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

 ASSIGNMENT AND ASSUMPTION

1.

Representations and Warranties.

1.1.   Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions  contemplated  hereby  and  (iv)  it  is  [not]  a  Defaulting  Lender;  and  (b)  assumes  no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.   Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(ii) and (iv) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(ii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.      Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.   Notwithstanding the foregoing, the Administrative Agent shall make all payments of

interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3.      General Provisions.   This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the general obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction.

EX-4.1

Commercial Paper Dealer Agreement

4(a)(2) Program

_________________________________________________________________________________

Between:

Northeast Utilities, as Issuer

and

[  •  ], as the Dealer

Concerning Notes to be issued pursuant to an

Issuing and Paying Agency Agreement dated as of  July 18, 2012

between the Issuer and

Citibank, N.A., as Issuing and Paying Agent

Dated as of [  •  ]

Commercial Paper Dealer Agreement

4(a)(2) Program

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its unsecured, short-term promissory notes (the “Notes”) through the Dealer.

Certain terms used in this Agreement are defined in Section 6 hereof.

The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.

1.

Offers, Sales and Resales of Notes.

1.1

While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

1.2

So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith.  In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.

1.3

The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 364 days from the date of issuance and may have such terms as are specified in Exhibit C hereto or the Private Placement Memorandum.   The Notes shall not contain any provision for extension, renewal or automatic “rollover.”

1.4

The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall, as mutually agreed by Issuer and Dealer, be either individual physical certificates or book-entry notes evidenced by

one or more master notes (each, a “Master Note”) registered in the name of The Depository Trust Company (“DTC”) or its nominee, in the form or forms annexed hereto as Exhibit C.

1.5

If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer.  Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note.  If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.

1.6

The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:

(a)

Offers and sales of the Notes shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers, Institutional Accredited Investors or Sophisticated Individual Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor or Sophisticated Individual Accredited Investor.

(b)

Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.

(c)

No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, except as required by applicable law, rule or regulation, without the prior written approval of the Dealer, the Issuer shall not issue any press release, make any other statement to any member of the press making reference to the Notes, the offer or sale of the Notes or this Agreement or place or publish any “tombstone” or other advertisement relating to the Notes or the offer or sale thereof.

(d)

No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount.  If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 principal or face amount of Notes.

(e)

Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the Issuer shall be made in accordance with Rule 506 under the Securities Act, and shall be subject to the restrictions described in the legend appearing on Exhibit A hereto.  A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.

(f)

The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect.  The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.

(g)

The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).

(h)

In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.

(i)

The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act.  The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.

1.7

The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:

(a)

The Issuer hereby confirms to the Dealer that (except as permitted by Section 1.6(i) or as otherwise in accordance with Rule 506 under the Securities Act) within the preceding six months neither the Issuer nor any person other than the Dealer or the other dealers referred to

in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer (including, without limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof.  The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the other dealers referred to in Section 1.2 hereof as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof, it being understood that such agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 thereunder and shall survive any termination of this Agreement.  The Issuer hereby represents and warrants that it has not taken or omitted to take, and will not take or omit to take, any action that would cause the offering and sale of Notes hereunder to be integrated with any other offering of securities, whether such offering is made by the Issuer or some other party or parties.

(b)

The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System.  In the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect.  The Issuer shall also give the Dealer prompt notice of the actual date that it commences to purchase securities with the proceeds of the Notes.  Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers it reasonably believes are acting for other Qualified Institutional Buyers, in each case in accordance with Rule 144A or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.

2.

Representations and Warranties of Issuer.

The Issuer represents and warrants that:

2.1

The Issuer is a voluntary association validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.

2.2

This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable

bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

2.3

The Notes have been duly authorized, and when issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

2.4

The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.

2.5

The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.

2.6

No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.

2.7

Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.8

There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.9

The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.10

Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state 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.

2.11

Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer which has not been disclosed to the Dealer in writing.

3.

Covenants and Agreements of Issuer.

The Issuer covenants and agrees that:

3.1

The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.

3.2

The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.

3.3

The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.

3.4

The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

3.5

The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.

3.6

The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agency Agreement) and (f) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

3.7

The Issuer shall reimburse the Dealer for all of the Dealer’s out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.

4.

Disclosure.

4.1

The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer.  The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant publically available additional information which the Issuer possesses or can acquire without unreasonable effort or expense.

4.2

The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available.

4.3

(a)  The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in

order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.  

(b)

In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer agrees promptly to supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer.

(c)

In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer.

5.

Indemnification and Contribution.

5.1

The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising out of or based upon the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement.  This indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information.

5.2

Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.

5.3

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Dealer; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees

earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates.  The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.

6.

Definitions.

6.1

“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

6.2

“Claim” shall have the meaning set forth in Section 5.1.

6.3

“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes.

6.4

“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.

6.5

“DTC” shall have the meaning set forth in Section 1.4.

6.6

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

6.7

“Indemnitee” shall have the meaning set forth in Section 5.1.

6.8

“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

6.9

“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time.

6.10

“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement.

6.11

“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.

6.12

“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

6.13

“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.

6.14

“Rule 144A” shall mean Rule 144A under the Securities Act.

6.15

“SEC” shall mean the U.S. Securities and Exchange Commission.

6.16

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

6.17

“Sophisticated Individual Accredited Investor” shall mean an individual who (a) is an accredited investor within the meaning of Regulation D under the Securities Act and (b) based on his or her pre-existing relationship with the Dealer, is reasonably believed by the Dealer to be a sophisticated investor (i) possessing such knowledge and experience (or represented by a fiduciary or agent possessing such knowledge and experience) in financial and business matters that he or she is capable of evaluating and bearing the economic risk of an investment in the Notes and (ii) having not less than $5 million in investments (as defined, for purposes of this section, in Rule 2a51-1 under the Investment Company Act of 1940, as amended).

7.

General

7.1

Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.

7.2

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

7.3

The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan.  EACH OF THE

DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.4

This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer.  Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.

7.5

This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer, provided that the Dealer has given the Issuer at least two Business Day’s prior notice.

7.6

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7.7

This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

7.8

The Issuer acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm's-length commercial transaction between the Issuer, on the one hand, and the Dealer, on the other, (ii) in connection therewith and with the process leading to such transaction the Dealer is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) the Dealer has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Dealer has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement and (iv) the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate.  The Issuer agrees that it will not claim that the Dealer has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer, in connection with such transaction or the process leading thereto.

7.9.  No shareholder or trustee of the Company shall be held to any liability whatever for the payment of any sum of money or for damages or otherwise under this Agreement, and such Agreement shall not be enforceable against any such trustee in their or his or her individual capacities or capacity and such Agreement shall be enforceable against the trustees of the Company only as such, and every person, firm, association, trust or corporation having any claim or demand arising under such Agreement and relating to the Company, its shareholders or trustees shall look solely to the trust estate of the Company for the payment or satisfaction thereof.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Dealer, or any of them, with respect to the subject matter hereof.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Northeast Utilities, as Issuer	[  •  ], as Dealer
By:	By:
Name:	Name:
Title:	Title:

Addendum

The following additional clauses shall apply to the Agreement and be deemed a part thereof.

1.

The other dealers referred to in clause (b) of Section 1.2 of the Agreement are [  •   ]and [  •   ]

2.

The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:

For the Issuer:

Address:  One NSTAR Way, Westwood, MA 02090

Attention: Director of Corporate Finance and Cash Management

Telephone number: (781) 441-8127

Fax number: (781) 441-8013

For the Dealer:

[  •  ]

Address:

[  •   ]

Attention:

[  •   ]

Telephone number:

    [  •   ]

Fax number:

   [  •   ]

Exhibit A

Form of Legend for Private Placement Memorandum and Notes

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN “INSTITUTIONAL ACCREDITED INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”, RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A.  BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

Exhibit B

Further Provisions Relating to Indemnification

(a)

The Issuer agrees to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5 of the Agreement (whether or not it is a party to any such proceedings).

(b)

Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement.  In case any such Claim is made against any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee.  Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee.  The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee.  The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnitee from all liability arising out of such Claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnitee.

Exhibit C

Form of Master Note

EX-12

Northeast Utilities												Exhibit 12
Ratio of Earnings to Fixed Charges
(Unaudited)
(Thousands of Dollars)		Nine Months
		Ended	For the Years Ended December 31,
		September 30, 2012		2011		2010		2009		2008		2007
Earnings, as defined:
Net income	$	356,482	$	400,513	$	394,107	$	335,592	$	266,387	$	251,455
Income tax expense		199,379		170,953		210,409		179,947		105,661		109,420
Equity in earnings of regional nuclear
generating and transmission companies		(791)		(671)		(1,429)		(1,762)		(1,637)		(3,983)
Dividends received from regional equity investees		733		940		1,488		3,794		1,017		4,542
Fixed charges, as below		265,808		275,948		263,393		296,764		304,374		275,611
Less: Interest capitalized (including AFUDC)		(4,461)		(11,758)		(10,165)		(5,929)		(17,797)		(17,568)
Less: Preferred dividend security requirements of
consolidated subsidiaries		(8,582)		(9,265)		(10,170)		(9,265)		(9,265)		(9,265)
Total earnings, as defined	$	808,568	$	826,660	$	847,633	$	799,141	$	648,740	$	610,212
Fixed charges, as defined:
Interest on long-term debt (a)	$	233,352	$	231,630	$	231,089	$	224,712	$	193,883	$	162,841
Interest on rate reduction bonds		5,168		8,611		20,573		36,524		50,231		61,580
Other interest (b)		7,336		10,184		(14,371)		12,401		25,031		15,824
Rental interest factor		6,909		4,500		5,767		7,933		8,167		8,533
Preferred dividend security requirements of
consolidated subsidiaries		8,582		9,265		10,170		9,265		9,265		9,265
Interest capitalized (including AFUDC)		4,461		11,758		10,165		5,929		17,797		17,568
Total fixed charges, as defined	$	265,808	$	275,948	$	263,393	$	296,764	$	304,374	$	275,611
Ratio of Earnings to Fixed Charges		3.04		3.00		3.22		2.69		2.13		2.21
(a) Interest on long-term debt includes amortized premiums, discounts and capitalized expenses related to indebtedness.
(b) For all periods presented, other interest includes interest related to accounting for uncertain tax positions.

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. May, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Northeast Utilities (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	Thomas J. May
	Thomas J. May
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Judge, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Northeast Utilities (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Northeast Utilities (the registrant) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission (the Report), we, Thomas J. May, President and Chief Executive Officer of the registrant, and James J. Judge, Executive Vice President and Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.

/s/	Thomas J. May
	Thomas J. May
	President and Chief Executive Officer

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer

Date:  November 7, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-12

The Connecticut Light and Power Company												Exhibit 12
Ratio of Earnings to Fixed Charges
(Unaudited)
(Thousands of Dollars)		Nine Months
		Ended	For the Years Ended December 31,
		September 30, 2012		2011		2010		2009		2008		2007
Earnings, as defined:
Net income	$	135,804	$	250,164	$	244,143	$	216,316	$	191,158	$	133,564
Income tax expense		63,917		90,033		132,438		118,847		77,852		52,353
Equity in earnings of regional nuclear
generating companies		(30)		(16)		(134)		(282)		(366)		(1,901)
Dividends received from regional equity investees		-		-		440		1,520		-		2,596
Fixed charges, as below		106,218		140,311		145,297		163,887		165,170		155,557
Less: Interest capitalized (including AFUDC)		(2,149)		(3,317)		(2,726)		(2,203)		(12,991)		(10,924)
Total earnings, as defined	$	303,760	$	477,175	$	519,458	$	498,085	$	420,823	$	331,245
Fixed charges, as defined:
Interest on long-term debt (a)	$	94,646	$	131,918	$	134,553	$	133,422	$	104,954	$	84,292
Interest on rate reduction bonds		-		-		7,542		19,061		29,129		37,728
Other interest (b)		6,223		809		(4,357)		3,334		12,163		16,413
Rental interest factor		3,200		4,267		4,833		5,867		5,933		6,200
Interest capitalized (including AFUDC)		2,149		3,317		2,726		2,203		12,991		10,924
Total fixed charges, as defined	$	106,218	$	140,311	$	145,297	$	163,887	$	165,170	$	155,557
Ratio of Earnings to Fixed Charges		2.86		3.40		3.58		3.04		2.55		2.13
(a) Interest on long-term debt includes amortized premiums, discounts and capitalized expenses related to indebtedness.
(b) For all periods presented, other interest includes interest related to accounting for uncertain tax positions.

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leon J. Olivier, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of The Connecticut Light and Power Company (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Judge, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of The Connecticut Light and Power Company (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Connecticut Light and Power Company (the registrant) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission (the Report), we, Leon J. Olivier, Chief Executive Officer of the registrant, and James J. Judge, Executive Vice President and Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer

Date:  November 7, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-4.1

[Published CUSIP Number: ________________]

CREDIT AGREEMENT

Dated as of July 25, 2012

among

NSTAR ELECTRIC COMPANY,
as the Borrower,

BARCLAYS BANK PLC,
as Administrative Agent and Swing Line Lender,

and

THE OTHER LENDERS PARTY HERETO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
BARCLAYS BANK PLC,
CITIGROUP GLOBAL MARKETS INC.,
J.P. MORGAN SECURITIES LLC,
UNION BANK, N.A.
and
WELLS FARGO SECURITIES, LLC
as Joint Lead Arrangers and Joint Book Managers

BANK OF AMERICA, N.A.,

as Syndication Agent

CITIGROUP GLOBAL MARKETS INC.,

JPMORGAN CHASE BANK, N.A.,

UNION BANK, N.A.

and

WELLS FARGO BANK, N.A.

as Co-Documentation Agents

TABLE OF CONTENTS

i

ii

iii

SCHEDULES

2.01

Revolving Commitments and Applicable Percentages

6.11

Tax Sharing Agreements

6.13

Subsidiaries

6.18

Taxpayer and Organizational Identification Numbers; Legal Name; State of Formation; Principal Place of Business

8.01

Liens Existing on the Closing Date

11.02

Certain Addresses for Notices

EXHIBITS

2.02(a)

Form of Revolving Loan Notice

2.04(b)

Form of Swing Line Loan Notice

2.05

Form of Prepayment Notice

2.11(a)-1

Form of Revolving Note

2.11(a)-2

Form of Swing Line Note

3.01(e)-1-4

Forms of U.S. Tax Compliance Certificates

7.02(a)

Form of Compliance Certificate

11.06(b)

Form of Assignment and Assumption

iv

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of July 25, 2012 among NSTAR Electric Company, a Massachusetts corporation (the “Borrower”), the Lenders (defined herein) and BARCLAYS BANK PLC, as Administrative Agent and Swing Line Lender.

The Borrower has requested that the Lenders provide $450,000,000 in revolving credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Arranger Fee Letter” means the letter agreement, dated as of June 21, 2012 among NU, the Borrower, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Union Bank, N.A., Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC.

“Administrative Agent” means Barclays in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders.  The aggregate principal amount of the Aggregate Revolving Commitments in effect on the Closing Date is FOUR HUNDRED FIFTY MILLION DOLLARS ($450,000,000).

“Agreement” means this Credit Agreement.

“Anti-Money Laundering Laws” has the meaning specified in Section 6.20.

“Applicable Margin” means, with respect to Revolving Loans, Swing Line Loans and the Facility Fee, for any day, the following percentages per annum in effect on such day, based upon the Reference Rating of the Borrower:

Pricing Level	Reference Rating	Eurodollar Rate Loans	Base Rate Loans	Facility Fee
1	>A+/A1	0.800%	0.000%	0.075%
2	A/A2	0.900%	0.000%	0.100%
3	A-/A3	1.000%	0.000%	0.125%
4	BBB+/Baa1	1.075%	0.075%	0.175%
5	BBB/Baa2	1.275%	0.275%	0.225%
6	<BBB-/Baa3	1.475%	0.475%	0.275%

Any increase or decrease in the Applicable Margin resulting from a change in any Reference Rating shall take effect at the time of such change in such Reference Rating.  For purposes of the foregoing, (x) in the case of a split in the Reference Ratings of one level, the higher level shall apply, (y) in the case of a split in the Reference Ratings of more than one level, the Reference Rating that is one level lower than the higher level shall apply, and (z) if there is no Reference Rating then the rating Pricing Level 6 shall apply.

“Applicable Percentage” means with respect to any Lender at any time, the percentage of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans has been terminated in its entirety pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form approved by the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of such Person, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Revolving Loan Maturity Date and (b) the date of termination in full of the remaining unused portion of the Aggregate Revolving Commitments pursuant to Section 2.06.

“Bank of America” means Bank of America, N.A. and its successors.

“Barclays” means Barclays Bank PLC and its successors.

2

“Barclays Agency Fee Letter” means the letter agreement, dated as of June 21, 2012 among the Borrower and Barclays.

“Bank of America and Barclays Fee Letter” means the letter agreement, dated as of June 21, 2012 among NU, the Borrower, Bank of America, Barclays and MLPFS.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Barclays as its “prime rate” and (c) the Eurodollar Rate plus one percent (1.00%).  The “prime rate” is a rate set by Barclays based upon various factors including Barclays’ costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the “prime rate” announced by Barclays shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrower Secured Debt” has the meaning specified in the definition of “Reference Ratings”.

“Borrower Unsecured Debt” has the meaning specified in the definition of “Reference Ratings”.

“Borrowing” means each of the following: (a) a borrowing of Swing Line Loans pursuant to Section 2.04 and (b) a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or New York and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Businesses” means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time.

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or Swing Line Lender (as applicable) and the Lenders, as collateral for Obligations in respect of Swing Line Loans or obligations of Lenders to fund participations in respect of Swing Line Loans, cash or deposit account balances or, if the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the Swing Line Lender.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

3

“Certifying Officer” has the meaning specified in Section 7.02(b).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following events,

(a)

(i)         any  “person”  or  “group”  (as such terms are used in  Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) either (A) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the Equity Interests of NU entitled to vote for trustees of NU or equivalent governing body of NU on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (B) obtains the power (whether or not exercised) to elect a majority of NU’s trustees; or

(ii)

the board of trustees of NU shall not consist of a majority of Continuing Trustees. For purposes of this definition, the term “Continuing Trustees” means trustees of NU on the date hereof and each other trustee of NU, if such other trustee’s nomination for election to the board of trustees of NU is recommended by a majority of the then Continuing Trustees.

(b)

NU shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01 of the NU Credit Agreement, one hundred percent (100%) of the outstanding Equity Interests of the Borrower entitled to vote (currently exercisable in the case of any preferred Equity Interests) for the election of directors; or

(c)

the Borrower shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, eighty-five percent (85%) of the outstanding Equity Interests entitled to vote (currently exercisable in the case of any preferred Equity Interests) for the election of directors of any Principal Subsidiary.

“Closing Date” means the date hereof.

“Compliance Certificate” has the meaning specified in Section 7.02(b).

4

“Consolidated Capitalization” means, at any date of determination, the sum of (a) Consolidated Indebtedness of the Borrower, (b) the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of common and preferred shares of the Borrower and its Subsidiaries excluding, however, from such calculation, amounts identified as “Accumulated Other Comprehensive Income (Loss)” in the financial statements of the Borrower set forth in the Borrower’s Report on Form 10-K or 10-Q, as the case may be, most recently filed with the SEC prior to the date of such determination and (c) the consolidated surplus of the Borrower and its Subsidiaries, paid-in, earned and other capital, if any, in each case as determined on a consolidated basis in accordance with GAAP.  

“Consolidated Indebtedness” means Indebtedness of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, excluding, however, from such calculation, (a) in the case of Refinancing Indebtedness, any amounts as to which the Borrower or its Subsidiaries have, (i) in accordance with the terms of the applicable agreements, and on or prior to the date of incurring such Refinancing Indebtedness, sent the holders of the Indebtedness to be refinanced, or their trustee, as applicable, a notice of redemption and (ii) within fourteen (14) days after incurrence of such Refinancing Indebtedness, segregated with the trustee therefor or with such other financial institution as may be acceptable to the Administrative Agent, in accordance with the terms of the applicable agreements relating to such Indebtedness, sufficient funds to redeem such Indebtedness and fully discharge the Borrower’s obligations with respect thereto.

“Consolidated Indebtedness to Capitalization Ratio” means, as of any date of determination, the ratio of (a) Consolidated Indebtedness to (b) Consolidated Capitalization.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) two percent (2%) per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, in each case to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder,  including in respect of  its Revolving Loans or

5

participations in respect of Swing Line Loans, within three (3) Business Days of the date required to be funded by it hereunder, unless (other than in respect of fundings of participations of Swing Line Loans) such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations hereunder (unless (other than in respect of fundings of participations of Swing Line Loans) such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied) or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof by a Governmental Authority.  Such Lender shall cease to be a Defaulting Lender when the provisions of Section 2.15(b) shall have been satisfied.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disclosure Documents” means for the Borrower and each Principal Subsidiary, as applicable: (a) such Person’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011; (b) its Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2012; and (c) such Person’s Current Reports on Form 8-K filed after December 31, 2011 but prior to the date hereof.   

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“DPU” means the Massachusetts Department of Public Utilities and any successor agency thereto.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section  11.06(b)(ii)  and  (iv) (subject  to  such  consents, if  any, as  may be  required  under Section 11.06(b)(ii)).

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”  means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042(a)(1)-(a)(3) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA in a manner that would affect the Borrower’s ability to perform its Obligations hereunder; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate in a manner that would affect the Borrower’s ability to perform its Obligations hereunder.

“Eurodollar Base Rate” means:

(a)

for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters, Bloomberg LLP’s page BBAM or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at

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such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Barclays’ London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period; and

(d)

for any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m. London time determined two (2) Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained with a term equal to one month would be offered by Barclays’ London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

“Eurodollar Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan as in effect from time to time during such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan the interest on which is determined by reference to the Eurodollar Rate, in each case, shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning specified in Section 9.01.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall income (however denominated), and franchise (and similar) Taxes imposed on it (in lieu of income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located or (ii) as a result of a present or former connection between such recipient and the jurisdiction of the Governmental Authority imposing such Tax (other than a connection arising solely from such recipient having executed, delivered, become a party to, perform its obligations under, received a payment under, received or perfected a security interest under or engaged  in  any other  transaction pursuant  to or enforced under any Loan Document),  (b)  any

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branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Internal Revenue Code to be withheld from amounts payable to a Lender that has failed to comply with Section 3.01(e)(i) or clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13), any United States withholding tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office or changes its place of organization), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment) or change in its place of organization, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(i) or (c), (e) Taxes attributable to such recipient’s failure or inability to comply with Section 3.01(e) and (f) any U.S. federal withholding taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Credit Agreement dated December 7, 2006 by and among the Borrower, the lenders party thereto and Bank of America, as administrative agent, as amended or modified from time to time.

“Facility Fee” has the meaning set forth in Section 2.09(a).

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Barclays on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” means the Bank of America and Barclays Fee Letter, the Additional Arranger Fee Letter and the Barclays Agency Fee Letter.

“Financing Agreements” has the meaning specified in Section 8.09.

“FERC” means the Federal Energy Regulatory Commission or any successor agency thereto.

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Governmental Approval” means any authorization, consent, approval, license, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal regulatory body (including, without limitation, the SEC, FERC, the Nuclear Regulatory Commission, the Connecticut Public Utility Regulatory Authority, the New Hampshire Public Utilities Commission and the Massachusetts Department of Public Utilities) required in connection with (i) the execution, delivery or performance of any Loan Document, or (ii) the nature of the Borrower’s or any Subsidiary’s business as conducted or the nature of the property owned or leased by it.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature identified as hazardous, dangerous or toxic and regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money or for the deferred purchase price of property or services other than (i) trade accounts payable and  (ii)  any  obligation of such Person to  Dominion Resources, Inc. or its successor  with respect to disposition of spent nuclear fuel burned prior to April 3, 1983, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (excluding Stranded Cost Recovery Obligations that are non-recourse to such Person), (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations under leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee, (e) liabilities in respect of unfunded vested benefits incurred under any Multiemployer Plan that is reasonably likely to result in a direct obligation of the Borrower to pay money, (f) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments that are not cash collateralized, (g) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, up to the greater of (x) the extent of the book value of any such asset so pledged and (y) the amount of any liability of such Person for any deficiency and (h) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above.

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“Indemnified Taxes” means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Revolving Loan Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Revolving Loan Maturity Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter, as selected by the Borrower in its Revolving Loan Notice or such other period that is twelve (12) months or less, as requested by the Borrower and consented to by all of the Lenders, provided that:

(a)

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(e)

any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(f)

no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Loan Maturity Date.

“Interim Financial Statements” has the meaning set forth in Section 5.01(c)(ii).

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Internal Revenue Service” means the United States Internal Revenue Service.

“Joint Lead Arrangers” means, collectively, MLPFS, Barclays Bank PLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Union Bank, N.A. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint book managers, in each case together with their respective successors and assigns.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having the force of law.

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“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or Swing Line Loan.

“Loan Documents” means this Agreement, each Note and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Long-Term Indebtedness Approvals” has the meaning specified in the definition of “Revolving Loan Maturity Date”.

“Material Adverse Effect” means, with respect to the Borrower, (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under the Loan Documents or of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan”  means  any  employee  benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Tangible Assets” means, as of any date with respect to the Borrower, the total assets shown on the balance sheet of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP less (a) all current liabilities and minority interests and less (b) goodwill and other identifiable intangibles.

“Non-Consenting Lender” has the meaning set forth in Section 11.13.

“Note” or “Notes” means the Revolving Notes or the Swing Line Note, individually or collectively, as appropriate.

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“NU” means Northeast Utilities, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts.

“NU Credit Agreement” means that certain Credit Agreement dated as of the date hereof by and among NU, NSTAR LLC, a Massachusetts limited liability company, NSTAR Gas Company, a Massachusetts corporation, The Connecticut Light and Power Company, a Connecticut corporation, Public Service Company of New Hampshire, a New Hampshire corporation, Western Massachusetts Electric Company, a Massachusetts corporation, and Yankee Gas Services Company, a Connecticut corporation, as borrowers, the lenders party thereto and Bank of America, as administrative agent, as amended or modified from time to time.

“Obligations” means, without duplication, all of the obligations of the Borrower to the Lenders and the Administrative Agent, whenever arising, under this Agreement, any Notes or any of the other Loan Documents.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.  For the avoidance of doubt, “Other Taxes” shall not include any Excluded Taxes.

“Outstanding Amount” means with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

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“Pension Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 7.02.

“Prepayment Notice” means a notice of prepayment pursuant to Section 2.05(a), which shall be substantially in the form of Exhibit 2.05.

“Principal Subsidiary” means (a) any Subsidiary that during any fiscal quarter, with respect to the Borrower and its Subsidiaries taken as a whole, represents at least (i) ten percent (10%) of the Borrower’s consolidated assets (calculated as an average of such consolidated assets over the preceding four fiscal quarters) and (ii) ten percent (10%) of the Borrower’s consolidated net income (or loss) (calculated as a sum of such net income (or loss) over the preceding four fiscal quarters), whether such Subsidiary is owned directly or indirectly by the Borrower or (b) any Person deemed to be a “Principal Subsidiary” pursuant to Section 8.02.

“Public Lender” has the meaning specified in Section 7.02.

“Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Reference Ratings” means the rating(s) assigned by S&P and/or Moody’s to the long-term senior unsecured non-credit enhanced debt (the “Borrower Unsecured Debt”) of the Borrower; provided, that:

(a)

if neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt of the Borrower because no such Borrower Unsecured Debt is outstanding, then the “Reference Ratings” shall be based on the rating(s) assigned by S&P and/or Moody’s to the long-term senior secured debt (the “Borrower Secured Debt”) of the Borrower, but such rating(s) shall be deemed to correspond to a Pricing Level that is one level lower than the level that would correspond to such Borrower Secured Debt rating(s) pursuant to the definition of “Applicable Margin”;

(g)

if neither S&P nor Moody’s (A) maintains a rating on the Borrower Unsecured Debt of the Borrower because no such Borrower Unsecured Debt is outstanding and (B) maintains a rating on the Borrower Secured Debt of the Borrower because no such Borrower Secured Debt is outstanding, then the “Reference Ratings” shall be based on the Borrower’s long-term corporate/issuer rating(s) as maintained by S&P and/or Moody’s.

“Refinancing Indebtedness” means Consolidated Indebtedness incurred for the purpose of refinancing existing Consolidated Indebtedness.

“Register” has the meaning specified in Section 11.06(c).

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Borrowing” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders.  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making such determination.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Borrower and, solely for purposes of the delivery of certificates pursuant to Section 5.01, the secretary or any assistant secretary of the Borrower.  Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the sum of (i) the aggregate Outstanding Amount of such Lender’s Revolving Loans at such time plus (ii) such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01.

“Revolving Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit 2.02(a).

“Revolving Loan Maturity Date” means July 25, 2017 or such earlier date on which the Loans are due and payable pursuant to the terms of this Agreement; provided, that if the Borrower is unable to obtain all required Governmental Approvals, such approvals to be reasonably satisfactory to the Administrative Agent, for the Borrower’s incurrence of indebtedness payable more than one (1) year from the incurrence thereof (“Long-Term Indebtedness Approvals”) prior to the initial making of any Loan hereunder, then the Revolving Loan Maturity Date for the Borrower shall be the date that is the 364^th day  to  occur following the date of the initial Borrowing by the Borrower hereunder  (the “364-Day Maturity

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Date”), provided that in no event shall the 364-Day Maturity Date be later than July 25, 2017; provided further that if the Borrower shall obtain such Long-Term Indebtedness Approvals prior to the 364-Day Maturity Date, then, at the request of the Borrower and provided that (x) no Default or Event of Default exists with respect to the Borrower and (y) the representations and warranties of the Borrower contained in Article VI (other than Sections 6.05(c) and 6.06) or in any other Loan Document shall be true and correct in all material respects on and as of the date, such 364-Day Maturity Date shall automatically extend to the extent permitted by such Governmental Approval but in no event later than July 25, 2017.

“Revolving Note” has the meaning specified in Section 2.11(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sanctions” means any international economic sanction administered or enforced by the United States government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, including contingent obligations as they mature , (b) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (c) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (d) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Stranded Cost Recovery Obligations” means, with respect to any Person, such Person’s obligations to make principal, interest or other payments to the issuer of stranded cost recovery bonds pursuant to a loan agreement or similar arrangement whereby the issuer has loaned the proceeds of such bonds to such Person.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),  whether or  not  any such  transaction is governed by or subject to any master agreement, and

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(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, but excluding in all instances obligations under default service and standard offer power supply agreements entered into in the ordinary course of business.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Barclays in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit 2.04(b).

“Swing Line Note” has the meaning specified in Section 2.11(a).

“Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Revolving Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” means $50,000,000.

“364-Day Maturity Date” has the meaning specified in the definition of “Revolving Loan Maturity Date”.

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all Swing Line Loans.

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“Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“United States” and “U.S.” mean the United States of America.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

1.02

Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)

In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03

Accounting Terms.

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(a)

Generally.  Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, however, that calculations of attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by the Borrower in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.

(b)

Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)

FASB ASC 825 and FASB ASC 470-20.  Notwithstanding the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

1.04

Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05

Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

THE COMMITMENTS AND BORROWINGS

2.01

Revolving Commitments.  Revolving Loans.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (a) the Total Revolving  Outstandings shall not exceed the Aggregate Revolving Commitments, and (b) the Revolving  Credit  Exposure  of  any  Lender shall  not  exceed  such  Lender’s  Revolving  Commitment.

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Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.

2.02

Borrowings, Conversions and Continuations of Loans.

(a)

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans prior to the end of the applicable Interest Period, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of a Loan in a Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)

Following receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Borrowing, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Barclays with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower.

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(c)

Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d)

The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Barclays’ prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)

After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to all Loans.

2.03

[Reserved].

2.04

Swing Line Loans.

(a)

Swing Line Facility.  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans (each such loan, a “Swing Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any  Lender shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)

Borrowing Procedures.  Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent  (including at the request of any Lender)  prior  to  2:00 p.m. on the date of

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the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c)

Refinancing of Swing Line Loans.

(a)

The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Revolving Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Revolving Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(b)

If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(c)

If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment  is immediately  available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation.  A certificate  of   the  Swing   Line   Lender   submitted   to   any  Lender    (through   the

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Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(d)

Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02.  No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)

Repayment of Participations.

(i)

At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)

If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination thereof.

(e)

Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f)

Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05

Prepayments.

(a)

Voluntary Prepayments.

(a)

Revolving Loans.  The Borrower may, upon delivery of a Prepayment Notice from the Borrower to the Administrative Agent, at any time or from time to time

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voluntarily prepay Revolving Loans, in whole or in part without premium or penalty; provided that (A) such Prepayment Notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans (prior to the end of an applicable Interest Period) and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).  Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each Lender of its receipt of each such Prepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)

Swing Line Loans.  The Borrower may, upon delivery of a Prepayment Notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Prepayment Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).  Each such Prepayment Notice shall specify the date and amount of such prepayment.  If such Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein.

(b)

Mandatory Prepayments of Loans.

(a)

Revolving Commitments.  If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or the Swing Line Loans in an aggregate amount equal to such excess.

(b)

Application of Mandatory Prepayments.  All amounts required to be paid pursuant to Section 2.05(b)(i) shall be applied ratably to Revolving Loans and Swing Line Loans.  Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.06

Termination or Reduction of Aggregate Revolving Commitments.

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(a)

Optional Reductions.  The Borrower shall have the right, upon at least three (3) Business Days’ notice to the Administrative Agent, to terminate in whole or, upon same day notice, from time to time to permanently reduce ratably in part the unused portion of the Aggregate Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $5,000,000 or in an integral multiple of $1,000,000 in excess thereof.  Each such notice of termination or reduction shall be irrevocable; provided, further, that, if, after giving effect to any reduction, the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. Any Aggregate Revolving Commitment reduced or terminated pursuant to this Section may not be reinstated

(b)

Notice.  The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.06.  Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount.  All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

2.07

Repayment of Loans.

(a)

Revolving Loans.  The Borrower shall repay to the Lenders on the Revolving Loan Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b)

Swing Line Loans.  The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date within one (1) Business Day of demand therefor by the Swing Line Lender and (ii) the Revolving Loan Maturity Date.

2.08

Interest.

(a)

Interest.

(a)

Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.

(b)

(i)

     If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(a)

If any amount (other than principal of any Loan) is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(b)

Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)

Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09

Fees.

(a)

Facility Fee.  The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Margin”  times (ii) the Aggregate Revolving Commitments.  The Facility Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Loans funded by it.  The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

(b)

Fee Letters.  The Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters.  Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

2.10

Computation of Interest and Fees.

All computations of interest for Base Rate Loans determined by reference to clause (b) of the definition of “Base Rate” in Section 1.01 shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest (including without limitation computations of interest for Base Rate Loans determined by reference to clauses (a) and (c) of the definition of “Base Rate” in Section 1.01) shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

2.11

Evidence of Debt.

(a)

The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender  shall  be conclusive absent manifest error of  the amount of the Borrowings made by the

26

Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each such promissory note shall (i) in the case of Revolving Loans, be in the form of Exhibit 2.11(a)-1 (a “Revolving Note”) and (ii) in the case of Swing Line Loans, be in the form of Exhibit 2.11(a)-2 (a “Swing Line Note”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)

In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12

Payments Generally; Administrative Agent’s Clawback.

(a)

General.  All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Subject to the definition of “Interest Period”, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)

(ii)Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for  each day  from and including the date such amount is made available

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to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(a)

Payments by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)

Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)

Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)

Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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2.13

Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(a)

if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b)

the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.14

Cash Collateral.

(a)

Certain Credit Support Events.  At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b)

Grant of Security Interest.  All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent.  The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Lenders (including the Swing Line Lender) and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c).  If at any time the Administrative Agent determines that Cash

29

Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c)

Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14, Section 2.04, or Section 2.15 in respect of Swing Line Loans shall be held and applied in satisfaction of the specific Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein.

(d)

Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 9.03) and (y) the Person providing Cash Collateral and the Swing Line Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15

Defaulting Lenders.

(a)

Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a)

Waivers and Amendment.  The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

(b)

Reallocation of Payments.  Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent  and  the Borrower,  to be  held in  a  non-interest  bearing deposit  account  and

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released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the  Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(c)

Certain Fees.  The Defaulting Lender shall not be entitled to receive any Facility Fee pursuant to Section 2.09(a) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(d)

Reallocation of Applicable Percentages to Reduce Fronting Exposure.  During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans pursuant to Section 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, each such reallocation (x) shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (y) does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment.

(b)

Defaulting Lender Cure.  If the Borrower, the Administrative Agent and the Swing Line Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no

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change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender

2.16

Additional Revolving Commitments.

The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent and the Swing Line Lender; provided that:

(a)

any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof;

(b)

no Default or Event of Default shall exist and be continuing at the time of any such increase or would result from any Borrowing on the day of such increase;

(c)

no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;

(d)

any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;

(e)

any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and

(f)

as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (A) a certificate of the Borrower dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) legal opinions and other documents reasonably requested by the Administrative Agent.

The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section.

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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes.

(a)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)

Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)

If the Borrower or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)

If the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.  

(b)

Payment of Other Taxes by the Borrower.  Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)

Tax Indemnifications.  

(i)

Without limiting the provisions of subsection (a) or (b) above, but without  duplication,  the  Borrower  shall  and  does  hereby  indemnify  each  Recipient,  and shall make 

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payment in respect thereof within ten days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.  The Borrower shall and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii)

Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (B) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).  

(d)

Evidence of Payments.  Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of  any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 

(e)

Status of Lenders; Tax Documentation.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything   to  the  contrary  in   the   preceding   two   sentences,   the  completion,  execution  and

34

submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; provided, that this sentence shall not apply to documentation described in Section 3.01(e)(ii)(C) if such documentation is in substance essentially equivalent to, and not materially more onerous to provide, than the documentation set forth in Section 3.01(e)(ii)(A), (ii)(B), or (ii)(D).

(ii)

Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)

any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable (together with any required schedules and attachments):

(1)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)

executed originals of IRS Form W-8ECI;

(3)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01(e)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4)

to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of   Exhibit   3.01(e)-2   or  Exhibit   3.01(e)-3,   IRS   Form  W-9,   and/or   other

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certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01(e)-4 on behalf of each such direct and indirect partner;

(C)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)

Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f)

Treatment of Certain Refunds.  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.   Notwithstanding  anything to the contrary in  this subsection, in  no event  will the applicable

36

Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(g)

Survival.  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02

Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03

Inability to Determine Rates.

If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenders.   Thereafter,  (x) the obligation of the Lenders to make or maintain  Eurodollar

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Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04

Increased Costs.

(a)

Increased Costs Generally.  If any Change in Law shall:

(a)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate);

(b)

subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (in each case except for Indemnified Taxes and Excluded Taxes); or

(c)

impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)

Capital Requirements.  If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)

Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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(d)

Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05

Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of:

(a)

any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)

any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)

any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

including any loss (other than any loss of anticipated profits) or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.  

3.06

Mitigation Obligations; Replacement of Lenders.

(a)

If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The

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Borrower hereby agrees to pay its all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)

If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 11.13.

3.07

Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations and resignation of the Administrative Agent.

ARTICLE IV

[RESERVED]

ARTICLE V

CONDITIONS PRECEDENT TO BORROWINGS

5.01

Conditions of Initial Borrowings.

This Agreement shall become effective upon, and the obligation of each Lender to make Loans to the Borrower hereunder is subject to, satisfaction of the following conditions precedent:

(a)

Loan Documents.  Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the Borrower and, in the case of this Agreement, by each Lender.

(b)

Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent.

(c)

Financial Statements.  The Administrative Agent shall have received:

(a)

the Audited Financial Statements; and

(b)

unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2012, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (the “Interim Financial Statements”).

(d)

No Material Adverse Change.  Since December 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had a Material Adverse Effect with respect to the Borrower, other than as specifically disclosed in the Disclosure Documents.

(e)

Litigation.  There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before an arbitrator or

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Governmental Authority that could reasonably be expected to have a Material Adverse Effect, other than as specifically disclosed in the Disclosure Documents.

(f)

Organization Documents, Resolutions, Etc.  Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(a)

copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date;

(b)

such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; and

(c)

such documents and certifications as the Administrative Agent may require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(g)

Closing Certificate.  Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied and (ii) the Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.

(h)

OFAC, Patriot Act, Etc.  Receipt by the Administrative Agent of all documentation and other information that any Lender has reasonably requested in order to comply with its ongoing obligations under applicable “know your customer”, OFAC and Anti-Money Laundering Laws, including the Patriot Act.

(i)

Termination of Existing Credit Agreement.  Receipt by the Administrative Agent of evidence that the Existing Credit Agreement is being terminated concurrently with the Closing Date and any Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

(j)

Fees.  Receipt by the Administrative Agent, the Joint Lead Arrangers and the Lenders of any fees required to be paid on or before the Closing Date.

(k)

Attorney Costs.  The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

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(l)

Other.  Receipt by the Administrative Agent and the Lenders of such other documents, instruments, agreements and information as reasonably requested by the Administrative Agent or any Lender, including, but not limited to, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document made available to it for review prior to the Closing Date or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02

Conditions to all Borrowings.

The obligation of each Lender to honor any Request for Borrowing from the Borrower is subject to the following conditions precedent:

(a)

The representations and warranties of the Borrower contained in Article VI (other than Sections 6.05(c) and 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.

(b)

No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower.

(c)

The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from the Borrower in accordance with the requirements hereof.

Each Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

6.01

Existence, Qualification and Power.

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The Borrower and each Principal Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so would not have a Material Adverse Effect.

6.02

Authorization; No Contravention.

The execution, delivery and performance by the Borrower of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Principal Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.  The Borrower and its Principal Subsidiaries are in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so would not have a Material Adverse Effect.

6.03

Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (including FERC and DPU) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document, other than those approvals, consents or filings already obtained or made and in full force and effect.

6.04

Binding Effect.

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower that is party thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

6.05

Financial Statements; No Material Adverse Effect.

(a)

The Audited Financial Statements of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show to the extent required by GAAP all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

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(b)

The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)

Since December 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

6.06

Litigation.

There are no actions, suits, proceedings, or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Principal Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

6.07

No Default.

Neither the Borrower nor any of its Principal Subsidiaries is in default under or with respect to any indebtedness for borrowed money in excess of the Threshold Amount.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

6.08

Ownership of Property; Liens.

The Borrower and its Principal Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate have a Material Adverse Effect.  As of the date of this Agreement, the Borrower and its Principal Subsidiaries enjoy peaceful and undisturbed possession under all leases of real property on which facilities operated by it are situated, and all such leases are valid and subsisting and in full force and effect.  The property of the Borrower and its Principal Subsidiaries is subject to no Liens, other than Liens permitted by Section 8.01.

6.09

Environmental Compliance.

The Borrower and its Principal Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate have a Material Adverse Effect.

6.10

Insurance.

The properties of the Borrower and its Principal Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles

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and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Principal Subsidiary operates.  All of such policies (a) are in full force and effect, (b) are sufficient for compliance by the Borrower and its Principal Subsidiaries with all written agreements or instruments to which the Borrower or any such Principal Subsidiary is a party and all applicable requirements of law, (c) provide that they will remain in full force and effect through the respective dates set forth in such policies and (d) will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement.  Neither the Borrower nor any of its Principal Subsidiaries is in default with respect to its obligations under any of such insurance policies and have not received any notification of cancellation of any such insurance policies.

6.11

Taxes.

The Borrower and its Principal Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and those where the failure to file or pay would not have a Material Adverse Effect.  There is no unpaid tax claimed by any governmental Authority to be due against the Borrower or its Principal Subsidiaries that would, if made, have a Material Adverse Effect.  As of the Closing Date, neither the Borrower nor any of its Principal Subsidiaries is party to any tax sharing agreements other than as set forth on Schedule 6.11.

6.12

ERISA Compliance.

(a)

Except as would not reasonably be likely to result in a Material Adverse Effect, each Pension Plan sponsored or maintained by the Borrower is in substantial compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws.  Each Pension Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or an application for such a letter is currently being processed by the Internal Revenue Service with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which has not been or cannot be corrected that would prevent, or cause the loss of, such qualification.  The Borrower, and to the best knowledge of the Borrower, each ERISA Affiliate have made all required contributions to each Pension Plan or, any delinquent contributions, have been corrected pursuant to a government sponsored correction program, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Pension Plan.

(b)

There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that would reasonably be expected to result in a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted in a Material Adverse Effect.

(c)

(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) the Borrower, and to the best knowledge of the Borrower, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Borrower, nor to the knowledge of the Borrower, any ERISA

45

Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) the Borrower, or to the best knowledge of the Borrower, any ERISA Affiliate has not engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

6.13

Subsidiaries.

As of the Closing Date, the Borrower does not have any Principal Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13, and all of the outstanding Equity Interests entitled to vote for the election of directors or other governing Persons in such Principal Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower in the amounts specified on Part (a) of Schedule 6.13 free and clear of all Liens.  All of the outstanding Equity Interests entitled to vote in the Borrower have been validly issued and are fully paid and nonassessable, and the Equity Interests of the Borrower are owned by NU to the extent specified, as of the Closing Date, on Part (b) of Schedule 6.13 free and clear of all Liens.

6.14

Use of Proceeds; Margin Regulations; Investment Company Act.

(a)

The proceeds of the Loans will be used for working capital, capital expenditures and other general corporate purposes (including the repayment of Indebtedness).  The proceeds of the Loans will not be used in any way which would violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System.  The Borrower is not engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)

Neither the Borrower nor any of its Subsidiaries is a “registered investment company” or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

6.15

Disclosure.

The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Principal Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6.16

Compliance with Laws.

The Borrower and its Principal Subsidiaries are in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not have a Material Adverse Effect.

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6.17

Solvency.

The Borrower, together with its Subsidiaries on a consolidated basis, are and, upon the incurrence of any Borrowing on any date on which this representation and warranty is made, will be, Solvent.

6.18

Taxpayer Numbers and Other Information.

The Borrower’s (a) true and correct U.S. taxpayer identification number, (b) full legal name, (c) state of incorporation, formation or organization and (d) the address of its principal place of business are set forth on Schedule 6.18.

6.19

OFAC.

The Borrower, or, to the knowledge of the Borrower, any Related Party, (a) is not currently the subject of any Sanctions, (b) is not located, organized or residing in any Designated Jurisdiction, or (c) is not or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction.  No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, any Joint Lead Arranger, the Administrative Agent or the Swing Line Lender) of Sanctions.

6.20

Money Laundering.

The Borrower or any of its Affiliates (a) is not under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (b) has not been assessed civil penalties under any Anti-Money Laundering Laws or (c) has not had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.  The Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law), to ensure that the Borrower and its Subsidiaries each is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.

ARTICLE VII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any commitment hereunder, any Loan or other obligation hereunder shall remain unpaid or unsatisfied, the Borrower hereby agrees that it shall, and shall (except in the case of the covenants set forth in Sections 7.01, 7.02, and 7.03) cause each of its Principal Subsidiaries to:

7.01

Financial Statements.

Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)

with respect to the Borrower, as soon as available, but in any event within one hundred five (105) days after the end of each fiscal year of the Borrower, a consolidated balance

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sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and to the effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or in a letter) and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries at the dates thereof and the results of its consolidated operations for the periods covered thereby; and 

(b)

with respect to the Borrower, as soon as available, but in any event within fifty (50) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 7.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

7.02

Certificates; Other Information.

Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)

concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a certificate substantially in the form of Exhibit 7.02(a) signed by a Responsible Officer of the Borrower (the “Compliance Certificate”) (i) stating that no Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail computations evidencing compliance with Section 8.06 hereof as determined on the last day of the fiscal quarter immediately preceding the fiscal quarter during which such certifications are to be delivered pursuant to this clause (b) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 7.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

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(b)

concurrently with the delivery of the financial statements referred to in clauses (a) and (b) of Section 7.01, a copy of the certification (if any) signed by the principal executive officer and the principal financial officer of the Borrower (each a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officer as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in the Borrower’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period;

(c)

contemporaneously with the filing or mailing thereof, copies of all financial statements sent by the Borrower to shareholders and all reports, notices, proxy statements or other communications sent by the Borrower to its shareholders, and all reports under Sections 12, 13 and 14 and under any rules promulgated with respect to such sections (including all reports on Forms 8-K, 10-K and 10-Q, along with all amendments and supplements thereto) of the Securities and Exchange Act of 1934, as amended, all Schedules 13D and 13G and all amendments thereto, and registration statements filed by the Borrower with any securities exchange or with the SEC or any successor; 

(d)

promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or any Subsidiary thereof, copies of each formal notice received from the SEC (or comparable agency in any applicable non-U.S.  jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or such Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect; and

(e)

promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Principal Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”

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Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”).  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative

Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

7.03

Notices.

Promptly notify the Administrative Agent and each Lender of:

(a)

the occurrence of any Default;

(b)

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including as a result of: (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Principal Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Principal Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Principal Subsidiary, including pursuant to any applicable Environmental Laws;

(c)

the occurrence of any ERISA Event; and

(d)

any announcement by Moody’s or S&P of any change in a Reference Rating.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.04

Payment of Taxes.

Pay and discharge as the same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary and all lawful claims which, if unpaid, would by law become a Lien upon its property, except in each case where the failure to pay such amounts would not have a Material Adverse Effect.

7.05

Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.02; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or

50

desirable in the normal conduct of its business, except to the extent that failure to do so would not have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would not have a Material Adverse Effect.

7.06

Maintenance of Properties.

(a)  Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities; provided, however, that in each of the foregoing cases described in clauses (a), (b), and (c), neither Borrower nor its Principal Subsidiaries will be prevented from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the reasonable judgment of the Borrower or Principal Subsidiary, as applicable, desirable in the operation or maintenance of its business and would not result, or be reasonably likely to result, in a Material Adverse Effect.

7.07

Maintenance of Insurance.

Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

7.08

Compliance with Laws.

Comply (a) with the Patriot Act and OFAC rules and regulations, (b) in all material respects, with the requirements of all other Laws (including Environmental Laws and Anti-Money Laundering Laws) applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, (c) all material provisions of its charter documents, by-laws, operating agreement, certificate and other constituent documents, as applicable, and (d) all material applicable decrees, orders, and judgments, except where the failure to comply with clauses (b) through (c) above would not have a Material Adverse Effect.

7.09

Books and Records.

Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Principal Subsidiary, as the case may be, in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

7.10

Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower.

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7.11

Use of Proceeds.

Use the proceeds of the Borrowings for working capital, capital expenditures and other general corporate purposes (including the repayment of Indebtedness) not in contravention of any Law or of any Loan Document.  The proceeds of the Loans will not be used in any way which would violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System.

7.12

Further Assurances.

(a)

Promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be necessary or that the Required Lenders through the Administrative Agent may reasonably request to enable the Lenders and the Administrative Agent to carry out to their reasonable satisfaction the transactions contemplated by this Agreement and enforce the terms and provisions of this Agreement and to exercise their rights and remedies hereunder or under the Notes, and

(b)

Use all commercially reasonable efforts to duly obtain governmental approvals required in connection with this Agreement from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such governmental approvals in full force and effect.

7.13

Conduct of Business.

Except as permitted by Section 8.02, conduct its primary business in substantially the same manner and in substantially the same fields as such business is conducted on the date hereof.

7.14

Governmental Approvals.

Duly obtain on or prior to such date as the same may become legally required, and thereafter maintain in effect at all times, all Governmental Approvals on its part to be obtained, except in the case of those Governmental Approvals referred to in clause (ii) of the definition of “Governmental Approval”, (i) those the absence of which could not reasonably be expected to result in a Material Adverse Effect, and (ii) those that the Borrower or such Principal Subsidiary is diligently attempting in good faith to obtain, renew or extend, or the requirement for which the Borrower or such Principal Subsidiary is contesting in good faith by appropriate proceedings or by other appropriate means; provided, however, that the exception afforded by clause (ii), above, shall be available only if and for so long as such attempt or contest, and any delay resulting therefrom, could not reasonably be expected to result in a Material Adverse Effect.

ARTICLE VIII

NEGATIVE COVENANTS

So long as any Lender shall have any Revolving Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower hereby agrees that it shall not, nor shall it permit any of its Principal Subsidiaries to (except in the case of the covenant set forth in Section 8.06, which shall apply only to the Borrower), directly or indirectly:

8.01

Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

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(a)

Liens granted, incurred or existing in the ordinary course of business not in connection with the borrowing of money or the obtaining of credit and not otherwise described below,

(b)

Liens arising in connection with the sale of accounts receivable,

(c)

Liens existing on acquired property at the time of acquisition thereof by the Borrower or Subsidiary which liens do not extend to any property other than such acquired properties,

(d)

any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by the Borrower or any Subsidiary, and any Lien on any assets existing at the time of acquisition thereof by the Borrower or a Subsidiary or created within one hundred eighty (180) days from the date of completion of such acquisition or construction; provided that such Lien or construction mortgage shall at all times be confined solely to the assets so acquired or constructed and any additions thereto;

(e)

Liens existing on the date hereof and disclosed on Schedule 8.01;

(f)

[Reserved];

(g)

[Reserved];

(h)

Liens resulting from legal proceedings being contested in good faith by appropriate legal or administrative proceedings by the Borrower or any Subsidiary, and as to which the Borrower or such Subsidiary, to the extent required by GAAP, shall have set aside on its books adequate reserves;

(i)

Liens created in favor of the other contracting party in connection with advance or progress payments;

(j)

any Liens in favor of any Governmental Authority, or trustee acting on behalf of holders of obligations issued by any Governmental Authority or any financial institutions lending to or purchasing obligations of any Governmental Authority, which Lien is created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto;

(k)

Liens resulting from conditional sale agreements, capital leases or other title retention agreements;

(l)

with respect to sewage facility and pollution control bond financings, Liens on funds, accounts and other similar intangibles of the Borrower or any Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority and pledges of the Borrower’s or any Subsidiary’s interest, if any, in any bonds issued pursuant to such financings to a letter of credit bank or bond issuer or similar credit enhancer;

(m)

Liens granted on accounts receivable in connection with financing transactions, whether denominated as sales or borrowings;

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(n)

Liens on the assets of, the stock issued by or other equity of, any Subsidiary of the Borrower created to hold generating or transmission assets if such Liens are created to secure Indebtedness that is nonrecourse to the Borrower and is incurred to acquire, construct or otherwise develop such generating or transmission assets;

(o)

Liens created to secure Indebtedness of a transmission company Subsidiary of the Borrower with respect to assets transferred to such transmission company by another Subsidiary of the Borrower;

(p)

any extension, renewal or replacement of Liens permitted by clauses (c), (d), (e) and (k) through (n); provided, however, that the principal amount of Indebtedness secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Indebtedness so secured and that such extension, renewal or replacement shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced or to other property of no greater value than the property that secured the Lien so extended, renewed or replaced;

(q)

Liens on the assets of the Borrower and its Principal Subsidiaries granted by the Borrower and its Principal Subsidiaries to secure long term Indebtedness of the Borrower (exclusive of those granted under clauses (c), (d), (e) and (k) through (o) above) provided that at the time of granting such Liens (and after giving effect thereto), the aggregate amount of all such long term Indebtedness of the Borrower and its Principal Subsidiaries taken together shall not exceed $400,000,000; and

(r)

Stranded Cost Recovery Obligations securitization transactions.

8.02

Fundamental Changes.  Merge, amalgamate, dissolve, liquidate, wind-up or consolidate (or suffer any liquidation or dissolution) with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (including Equity Interests in Subsidiaries) (whether now owned or hereafter acquired) to or in favor of any Person unless:

(a)

a Subsidiary of the Borrower merges, amalgamates or consolidates with the Borrower or any Subsidiary of the Borrower; provided that (i) if the Borrower is party to such transaction, the Borrower shall be the surviving entity, and (ii) subject to clause (i), if a Principal Subsidiary is party to such transaction, a Principal Subsidiary that is a Domestic Subsidiary shall be the surviving entity,

(b)        a Subsidiary of the Borrower liquidates or dissolves into, or makes an asset disposition to, the Borrower or any Subsidiary of the Borrower; provided that (i) if the Borrower is party to such transaction, the Borrower shall be the entity into which assets are transferred, and (ii) subject to clause (i), if a Principal Subsidiary is party to such transaction, a Principal Subsidiary that is a Domestic Subsidiary shall be the entity into which assets are transferred in,

(c)        all corporate and regulatory approvals therefor have been received,

(d)       no Default or Event of Default would exist hereunder after giving effect to such transaction, and

(e)        the senior unsecured debt ratings of S&P and Moody’s applicable to (i) the Borrower, (ii) to the extent applicable, such Principal Subsidiary that is the surviving entity in a transaction permitted under clause (a) above, (iii) to the extent applicable, the entity to which assets are transferred, in such a transaction permitted under clause (b) and (iv) to the extent

54

applicable, the Principal Subsidiary disposing of assets to a Person other than the Borrower or any of its Subsidiaries in a transaction permitted under clause (b) above, in each case after giving effect to such transaction, shall be at least BBB- and Baa3. 

Notwithstanding the foregoing, any disposition of assets permitted by the foregoing provisions of this Section 8.02 to a Person other than the Borrower and its Subsidiaries may be consummated by way of merger, amalgamation or consolidation.

8.03

Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

8.04

Transactions with Affiliates and Insiders.

Enter into any transaction of any kind with any officer, director or Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) except as otherwise specifically limited in this Agreement, transactions which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (b) any transaction for which the Borrower or Subsidiary has obtained the approval of the DPU, (c) immaterial incidental transactions among Borrower and its Affiliates which are substantially on arm’s length basis, such as cash management, facility sharing, tax sharing, management services or other overhead sharing matters, (d) intercompany transactions, including loans and advances and the provision of services, not prohibited under this Agreement or required under the Federal Power Act and the rules of the FERC or state utility commissions, in each case to the extent applicable thereto, (e) normal and reasonable compensation and reimbursement expenses of officers and directors in the ordinary course of business and (f) Stranded Cost Recovery Obligations securitization transactions.

8.05

Use of Proceeds.

Use the proceeds of any Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

8.06

Consolidated Indebtedness to Capitalization Ratio.

Permit the Consolidated Indebtedness to Capitalization Ratio of the Borrower as of the end of any fiscal quarter of the Borrower to be greater than 0.65:1.00.

8.07

Compliance with ERISA.  Terminate, or permit any of its ERISA Affiliates to terminate, any Pension Plan so as to result in any direct liability of the Borrower or any Principal Subsidiary to the PBGC in an amount greater than the Threshold Amount, or (b) permit to exist any occurrence of any Reportable Event which, alone or together with any other Reportable Event with respect to the same or another Pension Plan, has a reasonable possibility of resulting in direct liability of the Borrower or any Subsidiary to the PBGC in an aggregate amount exceeding the Threshold Amount, or any other event or condition that presents a material risk of such a termination by the PBGC of any Pension Plan or has a reasonable possibility of resulting in a liability of the Borrower or any Subsidiary to the PBGC or a Multiemployer Plan in an aggregate amount exceeding the Threshold Amount. 

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8.08

Interests in Nuclear Plants.

Acquire any nuclear plant or any interest therein not held on the date hereof, other than so called “power entitlements” acquired for use in the ordinary course of business.

8.09

Financing Agreements.

With respect to the Borrower only, permit any Principal Subsidiary to enter into any agreement, contract, indenture or similar obligation, or issue any security (all of the foregoing being referred to as “Financing Agreements”), that is not in effect on the date hereof, or amend or modify any existing Financing Agreement, if the effect of such Financing Agreement (or amendment or modification thereof) is to impose any additional restriction not in effect on the date hereof on the ability of such Principal Subsidiary to pay dividends to the Borrower; provided, that the foregoing shall not restrict the right of any Principal Subsidiary of the Borrower created to hold generating or transmission assets, to enter into any such Financing Agreement in connection with the incurrence of Indebtedness that is nonrecourse to the Borrower and is incurred to acquire, construct or otherwise develop generating or transmission assets.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01

Events of Default.

Any of the following shall constitute an Event of Default:

(a)

Non-Payment.  The Borrower fails to pay (i) when and as required to be paid herein any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document, whether at the stated maturity or any accelerated date of maturity or at any other date fixed for payment; or

(b)

Specific Covenants.  The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02(a), 7.03(a), 7.05, 7.10, or 7.11 or Article VIII; or

(c)

Other Defaults.  The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after written notice from the Administrative Agent; or 

(d)

Representations and Warranties.  Any representation or warranty, made or deemed made by or on behalf of the Borrower or any Principal Subsidiary herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)

Cross-Default.  (i) The Borrower or any Principal Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise and after giving effect to applicable grace periods) in respect of any Indebtedness (other than (x) Indebtedness of the Borrower under this Agreement, but including Indebtedness of its Principal Subsidiaries hereunder and (y) Indebtedness under Swap Contracts)

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having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded (or commitments to lend with respect to such Indebtedness to be terminated) or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the Borrower or any Principal Subsidiary is the Defaulting Party (as defined in such Swap Contract) the Swap Termination Value owed by the Borrower or such Principal Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)

Insolvency Proceedings, Etc.  The Borrower or any of its Principal Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for ninety (90) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for ninety (90) calendar days, or an order for relief is entered in any such proceeding; or

(g)

Inability to Pay Debts; Attachment.  (i) The Borrower or any Principal Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Borrower and its Principal Subsidiaries and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; or

(h)

Judgments.  There is entered against the Borrower or any Principal Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and not stayed within thirty (30) days, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

(i)

ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in direct liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

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(j)

Invalidity of Loan Documents.  Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations under this Agreement, ceases to be in full force and effect; or the Borrower or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k)

Change of Control.  There occurs any Change of Control with respect to the Borrower.

9.02

Remedies Upon Event of Default.

If any Event of Default with respect to the Borrower occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions with respect to the Borrower:

(a)

declare the commitment of each Lender to make Loans to the Borrower to be terminated, whereupon such commitments and obligation shall be terminated;

(b)

declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable by the Borrower hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)

exercise on behalf of itself and the Lenders all rights and remedies against the Borrower and its property available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any of its Principal Subsidiaries under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans to the Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans of the Borrower and all interest and other amounts as aforesaid of the Borrower shall automatically become due and payable without further act of the Administrative Agent or any Lender.

9.03

Application of Funds.

After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations of the Borrower shall be applied by the Administrative Agent to the then outstanding Obligations of the Borrower in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and

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amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the in proportion to the respective amounts described in this clause Third held by them;

Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE X

ADMINISTRATIVE AGENT

10.01

Appointment and Authority.

Each of the Lenders hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

10.02

Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03

Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in

59

writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04

Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05

Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory

60

provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.06

Resignation of Administrative Agent.

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and continues, which consent shall not be unreasonably withheld or delayed, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, with the consent of the Borrower so long as no Event of Default has occurred and continues, which consent shall not be unreasonably withheld or delayed, appoint a successor.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring or removed Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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Any resignation by or removal of Barclays as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as Swing Line Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender, and (b) the retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

10.07

Non-Reliance on Administrative Agent and Other Lenders.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08

No Other Duties; Etc.

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

10.09

Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE XI

MISCELLANEOUS

11.01

Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that

(a)

no such amendment, waiver or consent shall:

(a)

extend or increase the Revolving Commitment of a Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Revolving Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);

(b)

postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Revolving Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Revolving Commitments are to be reduced;

(c)

reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d)

change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender;

(e)

change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

(b)

unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and

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(c)

unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iv) the Required Lenders shall determine whether or not to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

11.02

Notices and Other Communications; Facsimile Copies.

(a)

Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a)

if to the Borrower, the Administrative Agent or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(b)

if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)

Electronic Communications.  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving

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notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)

The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

(d)

Change of Address, Etc.  The Borrower, the Administrative Agent and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public

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information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e)

Reliance by Administrative Agent and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03

No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.01 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04

Expenses; Indemnity; and Damage Waiver.

(a)

Costs and Expenses.  The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof

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or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender (including the reasonable fees, charges and disbursements of one counsel and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Administrative Agent and for all of the Lenders as a group (and in the event of any actual or potential conflict of interest, one additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)

                                                                                                                    

Indemnification by the Borrower.  The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable related expenses (including the reasonable fees, charges and disbursements of one counsel and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Indemnitees (and in the event of any actual or potential conflict of interest, one additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)

Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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(d)

Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)

Payments.  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.  

(f)

Survival.  The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05

Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06

Successors and Assigns.

(a)

Successors and Assigns Generally.  The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly

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contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)

Assignments by Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(a)

Minimum Amounts.

(A)

in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)

in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning

Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Loans unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(b)

Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)

the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B)

the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of the Revolving Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C)

the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Commitment.

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(c)

Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(d)

No Assignment to Certain Persons.  No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural person.

(e)

Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Swing Line Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.  

(c)

Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a

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register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)

                                                

Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans (including such Lender’s participations in Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vii) of Section 11.01(a) that affects such Participant.  Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.  No sale of a participation shall be effective unless and until it has been recorded in the Participant Register as provided in this paragraph (d).

(e)

Limitation on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been

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entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  Furthermore, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f)

Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)

Resignation as Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Barclays assigns all of its Revolving Commitment and Loans pursuant to subsection (b) above, Barclays may, upon thirty (30) days’ notice to the Borrower, resign as Swing Line Lender.  In the event of any such resignation as Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Barclays as Swing Line Lender, as the case may be.  If Barclays resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender, as the case may be.

11.07

Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, (i) to rating agencies if requested or required by such agency in connection with a rating relating to the Loans hereunder and (j) on a confidential basis to the CUSIP

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Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

11.08

Set-off.

If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have.  Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09

Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds

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the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10

Counterparts; Integration; Effectiveness.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11

Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

11.12

Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13

Replacement of Lenders.

If (i) any Lender requests compensation under Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender is a Defaulting Lender, then the

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Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the rights and restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)

the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(b)

such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c)

in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)

such assignment does not conflict with applicable Laws; and

(e)

in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Revolving Commitments and outstanding Loans and participations in Swing Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

11.14

Governing Law; Jurisdiction; Etc.

(a)

GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b)

SUBMISSION TO JURISDICTION.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION

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OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)

WAIVER OF VENUE.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)

SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15

Waiver of Right to Trial by Jury.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16

Electronic Execution of Assignments and Certain Other Documents.

The words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a

76

paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.17

USA PATRIOT Act.

Each Lenderthat is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.18

No Advisory or Fiduciary Relationship.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, the Joint Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of Affiliates or any other Person and (ii) none of the Administrative Agent, the Joint Lead Arrangers and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Joint Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates.  To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent, any Joint Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[SIGNATURE PAGES FOLLOW]

77

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:

NSTAR ELECTRIC COMPAY

a Massachusetts corporation

By:  /S/ PHILIP J. LEMBO

Name:  Philip J. Lembo

Title:     Vice President & Treasurer

NSTAR ELECTRIC COMPANY

CREDIT AGREEMENT

ADMINISTRATIVE
AGENT:

BARCLAYS BANK PLC,

as Administrative Agent

By:  /S/ VANESSA A. KURBATSKIY

Name:  Vanessa A. Kurbatskiy

Title:     Vice President

NSTAR ELECTRIC COMPANY

CREDIT AGREEMENT

LENDERS:

BARCLAYS BANK PLC,

as a Lender and Swing Line Lender

By:  /S/ VANESSA A. KURBATSKIY

Name:  Vanessa A. Kurbatskiy

Title:     Vice President

BANK OF AMERICA, N.A.,
as a Lender

By:  /S/ MIKE MASON

Name:  Mike Mason

Title:     Director

CITIBANK, N.A.,
as a Lender

By:  /S/ MAUREEN P. MARONEY

Name:  Maureen P. Maroney

Title:     Vice President

JPMORGAN CHASE BANK, N.A.,
as a Lender

By:  /S/ PETER CHRISTENSEN

Name:  Peter Christensen

Title:     Vice President

UNION BANK, N.A.,
as a Lender

By:  /S/ JEFF FESENMAIER

Name:  Jeff Fesenmaier

Title:     Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender

By:  /S/ KEITH LUETTEL

Name:  Keith Luettel

Title:     Vice President

THE BANK OF NEW YORK MELLON,
as a Lender

By:  /S/ JOHN WATT

Name:  John Watt

Title:     Vice President

NORTHEAST UTILITIES

CREDIT AGREEMENT

GOLDMAN SACHS BANK USA,

as a Lender

By:  /S/ MARK WALTON

Name:  Mark Walton

Title:     Authorized Signatory

TD BANK, N.A.,

as a Lender

By: /S/ SHANNON BATCHMAN

Name:  Shannon Batchman

Title:     Director

UBS LOAN FINANCE LLC,

as a Lender

By: /S/IRJA R. OTSA

Name:  Irja R. Otsa

Title:     Associate Director

By: /S/ DAVID URBAN

Name:  David Urban

Title:     Associate Director

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /S/ CRAIG A. HANSELMAN

Name:  Craig A. Hanselman

Title:     Vice President

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

By:  /S/ ANDREW N. TAYLOR

Name:  Andrew N. Taylor

Title:     Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /S/ JAMES O’SHAUGHNESSY

Name:  James O’Shaughnessy

Title:     VP-Portfolio Manager

MIZUHO CORPORATE BANK, LTD.,

as a Lender

By: /S/ RAYMOND VENTURA

Name:  Raymond Ventura

Title:     Deputy General Manager

NORTHEAST UTILITIES

CREDIT AGREEMENT

ROYAL BANK OF CANADA,

as a Lender

By: /S/ KYLE E. HOFFMAN

Name:  Kyle E. Hoffman

Title:     Authorized Signatory

STATE STREET BANK AND TRUST COMPANY,

as a Lender

By: /S/ MARY H. CAREY

Name:  Mary H. Carey

Title:     Vice President

Schedule 2.01

REVOLVING COMMITMENTS AND APPLICABLE PERCENTAGES

Lenders

Revolving Commitment

Applicable Percentage

Bank of America, N.A.	$30,937,500.00	6.875000000%
Barclays Bank PLC	$30,937,500.00	6.875000000%
Citibank, N.A.	$30,937,500.00	6.875000000%
JPMorgan Chase Bank, N.A.	$30,937,500.00	6.875000000%
Union Bank, N.A.	$30,937,500.00	6.875000000%
Wells Fargo Bank, N.A.	$30,937,500.00	6.875000000%
Bank of New York Mellon	$27,031,250.00	6.006944444%
Goldman Sachs Bank USA	$27,031,250.00	6.006944444%
TD Bank, N.A.	$27,031,250.00	6.006944444%
UBS Loan Finance LLC	$27,031,250.00	6.006944444%
KeyBank National Association	$27,031,250.00	6.006944444%
The Royal Bank of Scotland plc	$27,031,250.00	6.006944444%
U.S. Bank National Association	$27,031,250.00	6.006944444%
Mizuho Corporate Bank, Ltd.	$27,031,250.00	6.006944444%
Royal Bank of Canada	$27,031,250.00	6.006944444%
State Street Bank and Trust Company	$21,093,750.00	4.687500004%
Total:	$450,000,000.00	100.000000000%

Schedule 6.11

TAX SHARING AGREEMENTS

Third Amended and Restated Tax Allocation Agreement dated as of April 10, 2012, among Northeast Utilities and its direct and indirect subsidiaries.

Schedule 6.13

_SUBSIDIARIES

(a) Principal Subsidiaries

None.

(b) Equity Interests of the Borrower

Name	Class of Stock	Number of Shares	Owner
NSTAR Electric Company	Common Stock Preferred Stock1	100 430,000	Northeast Utilities (by and through its wholly-owned subsidiary NSTAR LLC) Third Party Investors

¹ The preferred stockholders are not presently entitled to vote, but would become entitled to vote for the election of directors upon certain events of default.

Schedule 6.18

TAXPAYER AND ORGANIZATIONAL IDENTIFICATION NUMBERS; LEGAL NAME; STATE OF FORMATION; PRINCIPAL PLACE OF BUSINESS

Taxpayer Identification Number	Legal Name	State of Formation	Principal Place of Business
04-1278810	NSTAR Electric Company	MA	800 Boylston Street Boston, MA 02199

Schedule 8.01

LIENS EXISTING ON THE CLOSING DATE

1)   In connection with the BEC II Securitization (as defined in the Existing Credit Agreement), the Borrower granted to BEC Funding II LLC a back-up security interest in the related rights, title and interest to all revenues, collections, claims, payments, money or proceeds of or arising from the charge utilized by the Borrower or Commonwealth Electric Company to recover its respective reimbursable transition costs (as defined in Chapter 164 of the Massachusetts Acts of 1997) (the “Transition Property”), in the event that it was ever determined that the transfer of the Transition Property from the Borrower to BEC Funding II LLC was not a true sale.

2)  In connection with the CEC Securitization (as defined in the Existing Credit Agreement), Commonwealth Electric Company, (now by merger the Borrower) granted to CEC Funding LLC a back-up security interest in the related Transition Property in the event that it was ever determined that the transfer of the Transition Property from the Borrower to CEC Funding LLC was not a true sale.

Schedule 11.02

CERTAIN ADDRESSES FOR NOTICES

1.

Borrower

NSTAR Electric Company

56 Prospect Street

Hartford, CT 06103

Attn:  Phil Lembo, Vice President and Treasurer

2.

Administrative Agent

For payments and Requests for Credit Extensions:

Barclays Capital

1301 Sixth Avenue

New York, NY 10019

Attention: Ralph Townley

Phone: 212-320-7077

Fax: 917-522-0569

Email: Ralph.Townley@barclays.com and xrausloanops5@barclays.com

Account Information (for U.S. Dollars): Barclays Bank PLC

70 Hudson St., Jersey City, NJ 07302

ABA #:  026 002 574

Acct.#:  050-019104

Account Name:  Clad Control Account

Ref:  NSTAR Electric Company

For all other Notices (Financial Statements, Compliance Certificates):

Barclays Bank PLC

745 7th Avenue, 27th Floor

New York, NY, 10119

Attention: Vanessa Kurbatskiy

Telephone: 212-526-2799

Facsimile: 212-526-5115

E-mail: vanessa.kurbatskiy@barclays.com and ltmny@barclays.com

3.

Swing Line Lender:

Barclays Bank PLC Barclays Capital

1301 Sixth Avenue

New York, NY 10019

Attention: Ralph Townley

Phone: 212-320-7077

Fax: 917-522-0569

Email: Ralph.Townley@barclays.com and xrausloanops5@barclays.com

Account Information (for U.S. Dollars): Barclays Bank PLC

70 Hudson St., Jersey City, NJ 07302

ABA #:  026 002 574

Acct.#:  050-019104

Account Name:  Clad Control Account

Ref:  NSTAR Electric Company

Exhibit 2.01(a)

[FORM OF] LOAN NOTICE

Date:                     __,       

To:

Barclays Bank PLC, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among NSTAR Electric Company, a Massachusetts corporation (the “Borrower”), the  Lenders  from  time  to  time  party  thereto  and  Barclays  Bank  PLC,  as  Administrative  Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby requests (select one):

  o   A Borrowing of a Revolving Loan

o   A conversion or continuation of a Revolving Loan

1.

On                                                           

(a Business Day).

2.

In the amount of $                                   

. ¹

3.

Comprised of                                          

. ²

[Type of Loan requested]

4.

For Eurodollar Rate Loans: with an Interest Period of        months. ³

The Borrowing, if any, requested herein (i) complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement and (ii) the Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:                                               

Name:

Title:

¹ In the case of a Eurodollar Rate Borrowing, not less than $5,000,000 or a larger multiple of $1,000,000;

in the case of a Base Rate Borrowing, not less than $5,000,000 or a larger multiple of $1,000,000.

² Eurodollar Rate Loans or Base Rate Loans.

³ Which must comply with the definition of “Interest Period” and end not later than the Revolving Loan

Maturity Date.

Exhibit 2.04(b)

[FORM OF] SWING LINE LOAN NOTICE

Date:                 __,        

To:

Barclays Bank PLC, as Swing Line Lender

Barclays Bank PLC, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among NSTAR Electric Company, a Massachusetts corporation (the “Borrower”), the  Lenders  from  time  to  time  party  thereto  and  Barclays  Bank  PLC,  as  Administrative  Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby requests a Swing Line Loan:

1.

On                                                           

(a Business Day).

2.

In the amount of $                                       

. ¹

The Swing Line Borrowing requested herein (i) complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Credit Agreement and (ii) the Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Swing Line Borrowing.

NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:                                               

Name:

Title:

¹ Not less than $500,000 or a larger multiple of $100,000.

Exhibit 2.05

[FORM OF] PREPAYMENT NOTICE

Date:                     __,         

To:  Barclays Bank PLC, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among NSTAR Electric Company, a Massachusetts corporation (the “Borrower”), the  Lenders  from  time  to  time  party  thereto  and  Barclays  Bank  PLC,  as  Administrative  Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

This Prepayment Notice is delivered to you pursuant to Section 2.05 of the Credit Agreement. The Borrower hereby gives notice of a prepayment of Loans as follows:

1.

o   Revolving Loans

o   Swing Line Loans

2.

On                                                           

(a Business Day).

3.

In the amount of $                                   

. ¹

4.

For Revolving Loans: comprised of                    

. ²

[Type of Loan]

5.

For Eurodollar Rate Loans: with an Interest Period ending     

, 201_.

This  Prepayment  Notice  and  prepayment  contemplated  hereby  comply  with  the  Credit

Agreement, including Section 2.05 of the Credit Agreement.

NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:                                               

 Name:

_Title:

¹ In the case of a Eurodollar Rate Loan, not less than $2,000,000 or a larger multiple of $1,000,000; in the case of a Base Rate Loan, not less than $1,000,000 or a larger multiple of $500,000; in the case of a Swing Line Loan, not less than $500,000 or a larger multiple of $100,000.

² Eurodollar Rate Loans or Base Rate Loans.

Exhibit 2.11(a)-1

[FORM OF] REVOLVING NOTE

FOR  VALUE  RECEIVED,  NSTAR  Electric  Company,  a  Massachusetts  corporation  (the  “Borrower”),  hereby  promises  to  pay  to  or  its  registered  assigns  (the  “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and Barclays Bank PLC, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.   If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the Default Rate.

This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.   Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note.

THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-

1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be duly executed by its duly authorized officer as of the day and year first above written.

NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:                                                           

 Name:

Title

Exhibit 2.11(a)-2

[FORM OF] SWING LINE NOTE

FOR VALUE RECEIVED, NSTAR Electric Company, a Massachusetts corporation (the “Borrower”), hereby promises to pay to Barclays Bank PLC or its registered assigns (the “Swing Line Lender”),  in  accordance  with  the  provisions  of  the  Credit  Agreement  (as  hereinafter  defined),  the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and Barclays Bank PLC, as Administrative Agent.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement.  All payments of principal and interest shall be made to the Swing Line Lender in Dollars in immediately available funds at the location designated by the Swing Line Lender.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the Default Rate.

This Swing Line Note is one of the Swing Line Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement.  Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Swing Line Note.

THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-

1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the Borrower has caused this Swing Line Note to be duly executed by its duly authorized officer as of the day and year first above written.

NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:                                                           

 Name:

Title

Exhibit 3.01(e)-1

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as

amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the  “Credit  Agreement”)  among  NSTAR  Electric  Company,  a  Massachusetts  corporation (the“Borrower”), each lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN.   By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:                                                

Name:                                 

Title:                                    

Date:              

     , 20  

Exhibit 3.01(e)-2

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as

amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the  “Credit  Agreement”)  among  NSTAR  Electric  Company,  a  Massachusetts  corporation (the“Borrower”), each lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section

881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:  

Name:                                 

Title:                                    

Date:              

     , 20  

Exhibit 3.01(e)-3

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as

amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the  “Credit  Agreement”)  among  NSTAR  Electric  Company,  a  Massachusetts  corporation (the“Borrower”), each lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:  

Name:                                 

Title:                                    

Date:              

     , 20  

Exhibit 3.01(e)-4

[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference  is  hereby  made  to  the  Credit  Agreement  dated  as  of  July  25,  2012  (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the  “Credit  Agreement”)  among  NSTAR  Electric  Company,  a  Massachusetts  corporation (the“Borrower”), each lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section

881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or

indirect partners/members is a controlled foreign corporation related to the Borrower as described in

Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:                                        

Name:                                 

Title:                                    

Date:              

     , 20  

Exhibit 7.02(b)

[FORM OF] COMPLIANCE CERTIFICATE

Financial Statement Date:                            ,  _______ 

To:       Barclays Bank PLC, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of July 25, 2012 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among NSTAR Electric Company, a Massachusetts corporation (the “Borrower”), the  Lenders  from  time  to  time  party  thereto  and  Barclays  Bank  PLC,  as  Administrative  Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the  

                                                                  of  the  Borrower,  and  that,  as  such,  he/she  is  authorized  to execute and deliver this Compliance Certificate (this “Certificate”) to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.

The Borrower has delivered the year-end audited financial statements required by Section

7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.

The  Borrower  has  delivered  the  unaudited  financial  statements  required  by  Section

7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such financial statements fairly present in all material respects the financial condition, results of operations,

shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at

such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.          The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

3.          A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to  the  best  knowledge  of  the  undersigned,  during  such  fiscal  period  the  Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default

or Event of Default and its nature and status:]

4.          The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate.

5.          There has been [no] change in GAAP or the application thereof since the date of the most recent financial statements delivered pursuant to Section 7.01(a) of the Credit Agreement. [If any change in GAAP has occurred, please specify the effect of such change on the financial statements accompanying this certificate].

[Signature Page(s) Follow]

IN  WITNESS  WHEREOF,  the  undersigned  Borrower  has  executed  this  Certificate  as  of  ______________, ______.

NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:                                               

 Name:

Title:

Exhibit 11.06(b)

[FORM OF] ASSIGNMENT AND ASSUMPTION

This  Assignment  and  Assumption  (this  “Assignment  and  Assumption”)  is  dated  as  of  the

Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item

1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”).    [It  is  understood  and  agreed  that  the  rights  and  obligations  of  [the  Assignors][the Assignees] hereunder are several and not joint.]¹   Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities²) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment  is  without  recourse  to  [the][any]  Assignor  and,  except  as  expressly  provided  in  this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.          Assignor[s]:                                                                  

______________________________

[Assignor [is] [is not] a Defaulting Lender]

2.

Assignee[s]:

___________________

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

¹ Include bracketed language if there are either multiple Assignors or multiple Assignees.

² Include all applicable subfacilities.

3.

Borrower:

NSTAR Electric Company, a Massachusetts corporation

4.

Administrative  Agent:  Barclays  Bank  PLC,  as  the  administrative  agent  under  the  Credit

Agreement

5.

Credit Agreement:

Credit Agreement, dated as of July 25, 2012, among the Borrower, the

Lenders from time to time party thereto and Barclays Bank PLC, as Administrative Agent

6.

Assigned Interest[s]:

Assignor[s]	Assignee[s]	Aggregate Amount of Revolving Commitments for all Lenders3	Amount of Revolving Commitments Assigned	Percentage Assigned of Revolving Commitments4	CUSIP  Number
		$	$	%
		$	$	%
		$	$	%

[7.

Trade Date:

]⁵

Effective  Date:  _______________, _,  20 [TO  BE  INSERTED  BY  THE  ADMINISTRATIVE   

AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]

[NAME OF ASSIGNOR]

By:________________________ Name: Title:

ASSIGNEE[S]

[NAME OF ASSIGNEE]

By:________________________ Name: Title:

³ Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁴ Set forth, to at least 9 decimals, as a percentage of the Revolving Commitments of all Lenders thereunder.

⁵ To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

[Consented to and]⁶ Accepted:

BARCLAYS BANK PLC, as  Administrative Agent

By:                                               

 Name:

Title:

Consented to:]⁷

[BARCLAYS BANK PLC, as Swing Line Lender] By:                                    

Name: Title:

[NSTAR ELECTRIC COMPANY, a Massachusetts corporation

By:  

 Name:

Title:]

⁶ To be added only if the consent of the Administrative Agent is required by the terms of the Credit

Agreement.

⁷ To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement.

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

 ASSIGNMENT AND ASSUMPTION

1.

Representations and Warranties.

1.1.   Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions  contemplated  hereby  and  (iv)  it  is  [not]  a  Defaulting  Lender;  and  (b)  assumes  no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.   Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(ii) and (iv) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(ii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.      Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.   Notwithstanding the foregoing, the Administrative Agent shall make all payments of

interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3.      General Provisions.   This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the general obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction.

EX-12

NSTAR Electric Company												Exhibit 12
Ratio of Earnings to Fixed Charges
(Unaudited)
(Thousands of Dollars)		Nine Months
		Ended	For the Years Ended December 31,
		September 30, 2012		2011		2010		2009		2008		2007
Earnings, as defined:
Net income	$	156,184	$	252,494	$	248,575	$	240,691	$	223,897	$	216,502
Income tax expense		102,220		165,686		162,020		151,224		141,847		135,260
Equity in earnings of regional nuclear
generating companies		(301)		(501)		(836)		(891)		(820)		(1,495)
Dividends received from regional equity investees		286		676		669		1,661		416		1,637
Fixed charges, as below		59,131		76,219		77,902		84,826		103,661		105,338
Less: Interest capitalized (including AFUDC) (b)		(254)		(185)		(108)		76		(1,926)		(3,866)
Total earnings, as defined	$	317,266	$	494,389	$	488,222	$	477,587	$	467,075	$	453,376
Fixed charges, as defined:
Interest on long-term debt (a) (b)	$	66,953	$	90,040	$	90,636	$	83,261	$	76,793	$	59,799
Interest on rate reduction bonds (b)		3,106		7,226		11,229		18,833		27,076		35,061
Other interest (b) (c)		(16,137)		(27,839)		(30,475)		(24,519)		(9,789)		(414)
Rental interest factor		4,955		6,607		6,404		7,327		7,655		7,026
Interest capitalized (including AFUDC) (b)		254		185		108		(76)		1,926		3,866
Total fixed charges, as defined	$	59,131	$	76,219	$	77,902	$	84,826	$	103,661	$	105,338
Ratio of Earnings to Fixed Charges		5.37		6.49		6.27		5.63		4.51		4.30
(a) Interest on long-term debt includes amortized premiums, discounts and capitalized expenses related to indebtedness.
(b) Prior period amounts have been reclassified for comparative purposes and in order to conform to NU's presentation.
(c) For the year ended December 31, 2007, other interest includes interest related to accounting for uncertain tax positions.

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leon J. Olivier, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of NSTAR Electric Company (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Judge, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of NSTAR Electric Company (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of NSTAR Electric Company (the registrant) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission (the Report), we, Leon J. Olivier, Chief Executive Officer of the registrant, and James J. Judge, Executive Vice President and Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer

Date:  November 7, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-12

Public Service Company of New Hampshire												Exhibit 12
Ratio of Earnings to Fixed Charges
(Unaudited)
(Thousands of Dollars)		Nine Months
		Ended	For the Years Ended December 31,
		September 30, 2012		2011		2010		2009		2008		2007
Earnings, as defined:
Net income	$	69,726	$	100,267	$	90,067	$	65,570	$	58,067	$	54,434
Income tax expense		48,037		49,945		50,801		31,990		21,996		22,794
Equity in earnings of regional nuclear
generating companies		(6)		(7)		(23)		(50)		(62)		(343)
Dividends received from regional equity investees		-		-		80		220		-		521
Fixed charges, as below		40,190		52,111		54,721		51,227		54,597		50,637
Less: Interest capitalized (including AFUDC)		(1,311)		(7,064)		(6,621)		(3,138)		(2,967)		(2,985)
Total earnings, as defined	$	156,636	$	195,252	$	189,025	$	145,819	$	131,631	$	125,058
Fixed charges, as defined:
Interest on long-term debt (a)	$	34,537	$	36,832	$	36,220	$	33,045	$	32,655	$	26,029
Interest on rate reduction bonds		2,366		6,276		9,660		13,128		15,969		18,013
Other interest (b)		1,301		1,039		1,187		316		1,539		2,243
Rental interest factor		675		900		1,033		1,600		1,467		1,367
Interest capitalized (including AFUDC)		1,311		7,064		6,621		3,138		2,967		2,985
Total fixed charges, as defined	$	40,190	$	52,111	$	54,721	$	51,227	$	54,597	$	50,637
Ratio of Earnings to Fixed Charges		3.90		3.75		3.45		2.85		2.41		2.47
(a) Interest on long-term debt includes amortized premiums, discounts and capitalized expenses related to indebtedness.
(b) For the years ended December 31, 2011, 2010 and 2009, other interest includes interest related to accounting for uncertain tax positions.

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leon J. Olivier, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Public Service Company of New Hampshire (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Judge, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Public Service Company of New Hampshire (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Public Service Company of New Hampshire (the registrant) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission (the Report), we, Leon J. Olivier, Chief Executive Officer of the registrant, and James J. Judge, Executive Vice President and Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer

Date:  November 7, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-12

Western Massachusetts Electric Company												Exhibit 12
Ratio of Earnings to Fixed Charges
(Unaudited)
(Thousands of Dollars)		Nine Months
		Ended	For the Years Ended December 31,
		September 30, 2012		2011		2010		2009		2008		2007
Earnings, as defined:
Net income	$	39,408	$	43,054	$	23,090	$	26,196	$	18,330	$	23,604
Income tax expense		24,385		23,186		16,325		14,923		10,545		14,586
Equity in earnings of regional nuclear
generating companies		(8)		(4)		(36)		(78)		(101)		(526)
Dividends received from regional equity investees		-		-		120		419		-		701
Fixed charges, as below		21,133		25,079		23,042		20,614		21,910		22,162
Less: Interest capitalized (including AFUDC)		(400)		(534)		(336)		(195)		(1,010)		(983)
Total earnings, as defined	$	84,518	$	90,781	$	62,205	$	61,879	$	49,674	$	59,544
Fixed charges, as defined:
Interest on long-term debt (a)	$	17,454	$	20,023	$	17,988	$	14,074	$	13,244	$	11,577
Interest on rate reduction bonds		1,029		2,335		3,372		4,335		5,133		5,839
Other interest (b)		1,550		1,254		479		877		1,256		2,430
Rental interest factor		700		933		867		1,133		1,267		1,333
Interest capitalized (including AFUDC)		400		534		336		195		1,010		983
Total fixed charges, as defined	$	21,133	$	25,079	$	23,042	$	20,614	$	21,910	$	22,162
Ratio of Earnings to Fixed Charges		4.00		3.62		2.70		3.00		2.27		2.69
(a) Interest on long-term debt includes amortized premiums, discounts and capitalized expenses related to indebtedness.
(b) For the years ended December 31, 2009 and 2008, other interest includes interest related to accounting for uncertain tax positions.

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leon J. Olivier, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Western Massachusetts Electric Company (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Judge, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Western Massachusetts Electric Company (the registrant);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 7, 2012

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report of Western Massachusetts Electric Company (the registrant) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission (the Report), we, Leon J. Olivier, Chief Executive Officer of the registrant, and James J. Judge, Executive Vice President and Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.

/s/	Leon J. Olivier
	Leon J. Olivier
	Chief Executive Officer

/s/	James J. Judge
	James J. Judge
	Executive Vice President and Chief Financial Officer

Date:  November 7, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Fair Value By Balance Sheet Grouping Text Block

		As of September 30, 2012				As of December 31, 2011
		NU				NU
		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	155.6	$	154.0	$	116.2	$	105.1
Long-Term Debt			7,612.3		8,378.5		4,950.7		5,517.0
Rate Reduction Bonds			101.3		103.0		112.3		116.8

		As of September 30, 2012
		CL&P				NSTAR Electric				PSNH				WMECO
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	116.2	$	112.0	$	43.0	$	42.0	$	-	$	-	$	-	$	-
Long-Term Debt			2,584.2		3,063.0		1,603.6		1,846.4		997.9		1,098.0		499.7		564.3
Rate Reduction Bonds			-		-		43.5		44.3		44.1		44.6		13.8		14.0
		As of December 31, 2011
		CL&P				NSTAR Electric(1)				PSNH				WMECO
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	116.2	$	105.1	$	43.0	$	41.2	$	-	$	-	$	-	$	-
Long-Term Debt			2,587.8		2,987.1		1,605.1		1,816.1		999.5		1,075.2		501.1		539.8
Rate Reduction Bonds			-		-		127.9		131.2		85.4		88.8		26.9		28.1

XML

PROPERTY, PLANT AND ACCUMULATED DEPRECIATION (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Public Utility Property Plant And Equipment [Line Items]
Public Utilities Property Plant And Equipment Distribution	$ 11,275,000,000	$ 6,540,400,000
Public Utilities Property Plant And Equipment Distribution Natural Gas	2,198,400,000	1,247,600,000
Public Utilities Property Plant And Equipment Transmission	5,127,300,000	3,541,900,000
Public Utilities Property Plant And Equipment Generation Or Processing	1,147,300,000	1,096,000,000
Public Utilities Property Plant And Equipment Electric And Natural Gas Utility Total	19,748,000,000	12,425,900,000
Public Utilities Property Plant And Equipment Other Property Plant And Equipment	432,900,000	305,100,000
Public Utilities Property Plant And Equipment Plant In Service	20,180,900,000	12,731,000,000
ElectricAndNaturalGasUtilityAccumulatedDepreciation	(4,990,400,000)	(3,035,500,000)
OtherAccumulatedDepreciation	(166,600,000)	(120,200,000)
Public Utilities, Property, Plant and Equipment, Accumulated Depreciation	(5,157,000,000)	(3,155,700,000)
Property Plant And Equipment Net Excluding Construction Work In Progress	15,023,900,000	9,575,300,000
Public Utilities Property Plant And Equipment Construction Work In Progress	1,279,900,000	827,800,000
Property, Plant and Equipment, Net	16,303,805,000	10,403,065,000
The Connecticut Light And Power Company [Member]
Public Utility Property Plant And Equipment [Line Items]
Public Utilities Property Plant And Equipment Distribution	4,628,100,000	4,419,600,000
Public Utilities Property Plant And Equipment Transmission	2,736,300,000	2,689,100,000
Public Utilities Property Plant And Equipment Generation Or Processing	0	0
Public Utilities Property Plant And Equipment Plant In Service	7,364,400,000	7,108,700,000
Public Utilities, Property, Plant and Equipment, Accumulated Depreciation	(1,665,400,000)	(1,596,700,000)
Property Plant And Equipment Net Excluding Construction Work In Progress	5,699,000,000	5,512,000,000
Public Utilities Property Plant And Equipment Construction Work In Progress	370,000,000	315,400,000
Property, Plant and Equipment, Net	6,069,033,000	5,827,384,000
Public Service Company Of New Hampshire [Member]
Public Utility Property Plant And Equipment [Line Items]
Public Utilities Property Plant And Equipment Distribution	1,498,000,000	1,451,600,000
Public Utilities Property Plant And Equipment Transmission	570,700,000	546,400,000
Public Utilities Property Plant And Equipment Generation Or Processing	1,126,100,000	1,074,800,000
Public Utilities Property Plant And Equipment Plant In Service	3,194,800,000	3,072,800,000
Public Utilities, Property, Plant and Equipment, Accumulated Depreciation	(935,000,000)	(893,600,000)
Property Plant And Equipment Net Excluding Construction Work In Progress	2,259,800,000	2,179,200,000
Public Utilities Property Plant And Equipment Construction Work In Progress	71,600,000	77,500,000
Property, Plant and Equipment, Net	2,331,370,000	2,256,688,000
Western Massachusetts Electric Company [Member]
Public Utility Property Plant And Equipment [Line Items]
Public Utilities Property Plant And Equipment Distribution	720,100,000	704,300,000
Public Utilities Property Plant And Equipment Transmission	361,800,000	297,400,000
Public Utilities Property Plant And Equipment Generation Or Processing	21,200,000	21,200,000
Public Utilities Property Plant And Equipment Plant In Service	1,103,100,000	1,022,900,000
Public Utilities, Property, Plant and Equipment, Accumulated Depreciation	(252,100,000)	(240,500,000)
Property Plant And Equipment Net Excluding Construction Work In Progress	851,000,000	782,400,000
Public Utilities Property Plant And Equipment Construction Work In Progress	406,300,000	295,400,000
Property, Plant and Equipment, Net	1,257,318,000	1,077,833,000
NSTAR Electric Company [Member]
Public Utility Property Plant And Equipment [Line Items]
Public Utilities Property Plant And Equipment Distribution	4,465,600,000	4,334,400,000
Public Utilities Property Plant And Equipment Transmission	1,438,200,000	1,386,900,000
Public Utilities Property Plant And Equipment Generation Or Processing	0	0
Public Utilities Property Plant And Equipment Plant In Service	5,903,800,000	5,721,300,000
Public Utilities, Property, Plant and Equipment, Accumulated Depreciation	(1,524,000,000)	(1,436,000,000)
Property Plant And Equipment Net Excluding Construction Work In Progress	4,379,800,000	4,285,300,000
Public Utilities Property Plant And Equipment Construction Work In Progress	249,000,000	162,000,000
Property, Plant and Equipment, Net	$ 4,628,823,000	$ 4,447,258,000

XML

Other Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Excise And Sales Taxes	$ 36.4	$ 35.0	$ 102.0	$ 105.8
The Connecticut Light And Power Company [Member]
Excise And Sales Taxes	$ 34.4	$ 33.0	$ 91.5	$ 93.2

XML

SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Segment Reporting Information [Line Items]
Operating Revenues	$ 1,861,529,000	$ 1,114,892,000	$ 4,589,835,000	$ 3,397,624,000
Depreciation And Amortization	(231,300,000)	(129,000,000)	(546,800,000)	(361,400,000)
Operating Expenses	(1,217,300,000)	(782,100,000)	(3,256,200,000)	(2,426,900,000)
Operating Income	412,905,000	203,816,000	786,813,000	609,307,000
Total Interest Expense	(90,361,000)	(63,932,000)	(245,856,000)	(184,716,000)
Other Income/(Loss), Net	4,324,000	1,430,000	14,904,000	19,077,000
Income Tax Expense	(117,360,000)	(49,883,000)	(199,379,000)	(157,934,000)
Net Income	209,508,000	91,431,000	356,482,000	285,734,000
Net Income Attributable to Noncontrolling Interests	(1,880,000)	(1,470,000)	(5,253,000)	(4,340,000)
Net Income Attributable to Controlling Interests	207,628,000	89,961,000	351,229,000	281,394,000
Total Assets	27,757,562,000		27,757,562,000		15,647,066,000
Investments in Property, Plant and Equipment			1,081,750,000	749,060,000
The Connecticut Light And Power Company [Member]
Segment Reporting Information [Line Items]
Operating Revenues	658,111,000	673,666,000	1,812,218,000	1,955,361,000
Operating Income	139,709,000	137,737,000	291,954,000	378,519,000
Total Interest Expense	(33,591,000)	(35,219,000)	(100,869,000)	(99,270,000)
Other Income/(Loss), Net	2,889,000	(2,356,000)	8,636,000	4,308,000
Income Tax Expense	(34,121,000)	(33,634,000)	(63,917,000)	(100,057,000)
Net Income	74,886,000	66,528,000	135,804,000	183,500,000
Total Assets	8,959,350,000		8,959,350,000		8,791,396,000
Investments in Property, Plant and Equipment			332,323,000	305,595,000
Public Service Company Of New Hampshire [Member]
Segment Reporting Information [Line Items]
Operating Revenues	256,949,000	259,648,000	755,051,000	769,309,000
Operating Income	61,298,000	48,468,000	153,730,000	133,343,000
Total Interest Expense	(12,607,000)	(10,368,000)	(38,204,000)	(31,224,000)
Other Income/(Loss), Net	(353,000)	3,293,000	2,237,000	12,112,000
Income Tax Expense	(21,106,000)	(15,759,000)	(48,037,000)	(39,468,000)
Net Income	27,232,000	25,634,000	69,726,000	74,763,000
Total Assets	3,021,083,000		3,021,083,000		3,116,541,000
Investments in Property, Plant and Equipment			161,021,000	167,383,000
Western Massachusetts Electric Company [Member]
Segment Reporting Information [Line Items]
Operating Revenues	112,470,000	104,515,000	333,331,000	309,589,000
Operating Income	28,145,000	19,786,000	81,861,000	59,315,000
Total Interest Expense	(6,769,000)	(5,992,000)	(20,033,000)	(17,026,000)
Other Income/(Loss), Net	685,000	(722,000)	1,965,000	259,000
Income Tax Expense	(7,977,000)	(4,638,000)	(24,385,000)	(15,977,000)
Net Income	14,084,000	8,434,000	39,408,000	26,571,000
Total Assets	1,657,371,000		1,657,371,000		1,502,893,000
Investments in Property, Plant and Equipment			218,184,000	153,470,000
Electric Distribution Member
Segment Reporting Information [Line Items]
Operating Revenues	1,483,700,000	878,600,000	3,499,700,000	2,564,700,000
Depreciation And Amortization	(172,600,000)	(98,700,000)	(398,100,000)	(266,300,000)
Operating Expenses	(1,027,400,000)	(666,800,000)	(2,654,400,000)	(1,993,100,000)
Operating Income	283,700,000	113,100,000	447,200,000	305,300,000
Total Interest Expense	(45,500,000)	(30,300,000)	(123,400,000)	(90,900,000)
Interest Income	(300,000)	900,000	1,800,000	2,700,000
Other Income/(Loss), Net	2,600,000	600,000	6,900,000	7,100,000
Income Tax Expense	(88,800,000)	(25,500,000)	(117,200,000)	(69,000,000)
Net Income	151,700,000	58,800,000	215,300,000	155,200,000
Net Income Attributable to Noncontrolling Interests	(1,200,000)	(800,000)	(3,200,000)	(2,400,000)
Net Income Attributable to Controlling Interests	150,500,000	58,000,000	212,100,000	152,800,000
Total Assets	17,576,900,000		17,576,900,000		9,653,100,000
Investments in Property, Plant and Equipment			461,300,000	385,000,000
Electric Distribution Member | The Connecticut Light And Power Company [Member]
Segment Reporting Information [Line Items]
Operating Revenues	531,500,000	552,600,000	1,448,300,000	1,592,500,000
Net Income	34,600,000	35,400,000	29,100,000	84,600,000
Total Assets	6,217,700,000		6,217,700,000		6,161,000,000
Electric Distribution Member | Public Service Company Of New Hampshire [Member]
Segment Reporting Information [Line Items]
Operating Revenues	232,400,000	237,500,000	681,400,000	704,500,000
Net Income	21,200,000	20,600,000	51,100,000	58,100,000
Total Assets	2,433,700,000		2,433,700,000		2,551,300,000
Electric Distribution Member | Western Massachusetts Electric Company [Member]
Segment Reporting Information [Line Items]
Operating Revenues	88,100,000	88,700,000	261,700,000	268,000,000
Net Income	5,300,000	2,800,000	12,800,000	12,500,000
Total Assets	934,800,000		934,800,000		942,600,000
Natural Gas Distribution [Member]
Segment Reporting Information [Line Items]
Operating Revenues	91,300,000	59,600,000	361,500,000	318,100,000
Depreciation And Amortization	(12,600,000)	(7,200,000)	(32,700,000)	(20,200,000)
Operating Expenses	(77,200,000)	(52,300,000)	(292,900,000)	(251,500,000)
Operating Income	1,500,000	100,000	35,900,000	46,400,000
Total Interest Expense	(8,700,000)	(5,300,000)	(22,900,000)	(15,600,000)
Interest Income	0	0	0	0
Other Income/(Loss), Net	200,000	400,000	300,000	1,200,000
Income Tax Expense	2,600,000	1,800,000	(5,000,000)	(11,300,000)
Net Income	(4,400,000)	(3,000,000)	8,300,000	20,700,000
Net Income Attributable to Noncontrolling Interests	0	0	0	0
Net Income Attributable to Controlling Interests	(4,400,000)	(3,000,000)	8,300,000	20,700,000
Total Assets	2,744,000,000		2,744,000,000		1,511,300,000
Investments in Property, Plant and Equipment			105,900,000	73,600,000
Transmission [Member]
Segment Reporting Information [Line Items]
Operating Revenues	235,600,000	159,100,000	627,200,000	469,400,000
Depreciation And Amortization	(29,700,000)	(19,500,000)	(79,500,000)	(64,300,000)
Operating Expenses	(66,300,000)	(46,700,000)	(179,500,000)	(139,200,000)
Operating Income	139,600,000	92,900,000	368,200,000	265,900,000
Total Interest Expense	(26,100,000)	(21,300,000)	(71,900,000)	(56,600,000)
Interest Income	100,000	100,000	400,000	400,000
Other Income/(Loss), Net	1,900,000	(1,100,000)	5,800,000	7,000,000
Income Tax Expense	(43,700,000)	(28,500,000)	(119,300,000)	(86,400,000)
Net Income	71,800,000	42,100,000	183,200,000	130,300,000
Net Income Attributable to Noncontrolling Interests	(700,000)	(600,000)	(2,100,000)	(1,900,000)
Net Income Attributable to Controlling Interests	71,100,000	41,500,000	181,100,000	128,400,000
Total Assets	6,109,300,000		6,109,300,000		3,792,900,000
Investments in Property, Plant and Equipment			476,000,000	254,200,000
Transmission [Member] | The Connecticut Light And Power Company [Member]
Segment Reporting Information [Line Items]
Operating Revenues	126,600,000	121,100,000	363,900,000	362,900,000
Net Income	40,300,000	31,100,000	106,700,000	98,900,000
Total Assets	2,741,700,000		2,741,700,000		2,630,400,000
Transmission [Member] | Public Service Company Of New Hampshire [Member]
Segment Reporting Information [Line Items]
Operating Revenues	24,500,000	22,100,000	73,700,000	64,800,000
Net Income	6,000,000	5,000,000	18,600,000	16,700,000
Total Assets	587,400,000		587,400,000		565,200,000
Transmission [Member] | Western Massachusetts Electric Company [Member]
Segment Reporting Information [Line Items]
Operating Revenues	24,400,000	15,800,000	71,600,000	41,600,000
Net Income	8,800,000	5,600,000	26,600,000	14,100,000
Total Assets	722,600,000		722,600,000		560,300,000
Other Segment [Member]
Segment Reporting Information [Line Items]
Operating Revenues	219,500,000	142,300,000	582,900,000	403,500,000
Depreciation And Amortization	(17,500,000)	(4,400,000)	(39,100,000)	(12,700,000)
Operating Expenses	(216,800,000)	(135,700,000)	(614,500,000)	(397,400,000)
Operating Income	(14,800,000)	2,200,000	(70,700,000)	(6,600,000)
Total Interest Expense	(12,200,000)	(8,100,000)	(32,700,000)	(25,300,000)
Interest Income	2,200,000	1,300,000	4,800,000	4,000,000
Other Income/(Loss), Net	324,900,000	86,300,000	565,300,000	321,200,000
Income Tax Expense	13,800,000	4,100,000	44,900,000	11,900,000
Net Income	313,900,000	85,800,000	511,600,000	305,200,000
Net Income Attributable to Noncontrolling Interests	0	0	0	0
Net Income Attributable to Controlling Interests	313,900,000	85,800,000	511,600,000	305,200,000
Total Assets	18,396,600,000		18,396,600,000		6,618,000,000
Investments in Property, Plant and Equipment			38,600,000	36,300,000
Eliminations Segment [Member]
Segment Reporting Information [Line Items]
Operating Revenues	(168,600,000)	(124,700,000)	(481,500,000)	(358,100,000)
Depreciation And Amortization	1,100,000	800,000	2,600,000	2,100,000
Operating Expenses	170,400,000	119,400,000	485,100,000	354,300,000
Operating Income	2,900,000	(4,500,000)	6,200,000	(1,700,000)
Total Interest Expense	2,100,000	1,100,000	5,000,000	3,700,000
Interest Income	(2,100,000)	(1,300,000)	(4,800,000)	(4,000,000)
Other Income/(Loss), Net	(325,100,000)	(85,800,000)	(565,500,000)	(320,600,000)
Income Tax Expense	(1,300,000)	(1,800,000)	(2,800,000)	(3,100,000)
Net Income	(323,500,000)	(92,300,000)	(561,900,000)	(325,700,000)
Net Income Attributable to Noncontrolling Interests	0	0	0	0
Net Income Attributable to Controlling Interests	(323,500,000)	(92,300,000)	(561,900,000)	(325,700,000)
Total Assets	(17,069,200,000)		(17,069,200,000)		(5,928,200,000)
Investments in Property, Plant and Equipment			0	0
Total [Member]
Segment Reporting Information [Line Items]
Interest Income	(100,000)	1,000,000	2,200,000	3,100,000
Other Income/(Loss), Net	$ 4,500,000	$ 400,000	$ 12,800,000	$ 15,900,000

XML

MARKETABLE SECURITIES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Schedule Of Available For Sale Securities [Line Items]
Fair Value Of Securities Under Fair Value Option	$ 45.7		$ 45.7		$ 41.1
Fair Value Option Changes In Fair Value Gain Loss	1.9	(7.1)	4.6	(4.9)
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	475.8		475.8		131.3
Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	57.6		57.6		57.1
Fair Value Inputs Level 1 Member
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	245.6		245.6		42.9
Fair Value Inputs Level 1 Member | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	4.7		4.7		0.1
Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	230.2		230.2		88.4
Fair Value Inputs Level 2 [Member] | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	52.9		52.9		57.0
US Government Debt Securities Member | Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	59.8		59.8		11.1
US Government Debt Securities Member | Fair Value Inputs Level 2 [Member] | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	18.7		18.7		8.0
Corporate Bond Securities Member | Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	32.2		32.2		16.5
Corporate Bond Securities Member | Fair Value Inputs Level 2 [Member] | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	7.0		7.0		9.1
Asset Backed Securities Member | Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	31.4		31.4		25.9
Asset Backed Securities Member | Fair Value Inputs Level 2 [Member] | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	10.7		10.7		7.9
Municipal Bonds Member | Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	95.3		95.3		16.1
Municipal Bonds Member | Fair Value Inputs Level 2 [Member] | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	12.7		12.7		15.4
Other Debt Securities Member | Fair Value Inputs Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	11.5		11.5		18.8
Other Debt Securities Member | Fair Value Inputs Level 2 [Member] | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	3.8		3.8		16.6
Cash And Cash Equivalents Member | Fair Value Inputs Level 1 Member
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	40.5		40.5		1.8
Cash And Cash Equivalents Member | Fair Value Inputs Level 1 Member | Western Massachusetts Electric Company [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	4.7		4.7		0.1
Mutual Funds [Member] | Fair Value Inputs Level 1 Member
Fair Value Assets And Liabilities Measured On Recurring Basis Abstract
Investments Fair Value Disclosure	205.1		205.1		41.1
Equity Securities [Member]
Investments, Debt and Equity Securities [Abstract]
Available For Sale Securities Fair Value Disclosure	159.4		159.4
Available-for-sale Securities, Gross Unrealized Gains	19.7		19.7
Available-for-sale Securities, Gross Unrealized Losses	(2.6)		(2.6)
Available For Sale Securities Amortized Cost	142.3		142.3
Debt Securities [Member]
Investments, Debt and Equity Securities [Abstract]
Available For Sale Securities Fair Value Disclosure	270.7		270.7		90.2
Available-for-sale Securities, Gross Unrealized Gains	12.3		12.3		2.0
Available-for-sale Securities, Gross Unrealized Losses	(0.1)		(0.1)		(0.2)
Available For Sale Securities Amortized Cost	258.5		258.5		88.4
Available For Sale Securities Debt Maturities Fair Value Abstract
Available For Sale Securities Debt Maturities After Five Through Ten Years Fair Value	50.0		50.0
Available For Sale Securities Debt Maturities After Ten Years Fair Value	104.7		104.7
Available For Sale Securities Debt Maturities After One Year Through Five Years Fair Value	61.6		61.6
Available For Sale Securities Debt Maturities Within One Year Fair Value	54.4		54.4
Available For Sale Securities Debt Maturities Fair Value	270.7		270.7
Available For Sale Securities Debt Maturities Amortized Cost Abstract
Available For Sale Securities Debt Maturities After One Through Five Years Amortized Cost	60.2		60.2
Available For Sale Securities Debt Maturities Within One Year Amortized Cost	54.4		54.4
Available For Sale Securities Debt Maturities After Ten Years Amortized Cost	97.0		97.0
Available For Sale Securities Debt Maturities After Five Through Ten Years Amortized Cost	46.9		46.9
Available For Sale Securities Debt Maturities Amortized Cost	258.5		258.5
Debt Securities [Member] | Western Massachusetts Electric Company [Member]
Investments, Debt and Equity Securities [Abstract]
Available For Sale Securities Fair Value Disclosure	57.6		57.6		57.1
Available-for-sale Securities, Gross Unrealized Gains	0.1		0.1
Available-for-sale Securities, Gross Unrealized Losses	(0.1)		(0.1)		(0.2)
Available For Sale Securities Amortized Cost	57.6		57.6		57.3
Available For Sale Securities Debt Maturities Fair Value Abstract
Available For Sale Securities Debt Maturities After Five Through Ten Years Fair Value	6.4		6.4
Available For Sale Securities Debt Maturities After Ten Years Fair Value	7.5		7.5
Available For Sale Securities Debt Maturities After One Year Through Five Years Fair Value	25.3		25.3
Available For Sale Securities Debt Maturities Within One Year Fair Value	18.4		18.4
Available For Sale Securities Debt Maturities Fair Value	57.6		57.6
Available For Sale Securities Debt Maturities Amortized Cost Abstract
Available For Sale Securities Debt Maturities After One Through Five Years Amortized Cost	25.3		25.3
Available For Sale Securities Debt Maturities Within One Year Amortized Cost	18.4		18.4
Available For Sale Securities Debt Maturities After Ten Years Amortized Cost	7.5		7.5
Available For Sale Securities Debt Maturities After Five Through Ten Years Amortized Cost	6.4		6.4
Available For Sale Securities Debt Maturities Amortized Cost	$ 57.6		$ 57.6

XML

Provision for Uncollectible Accounts (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Accounts Notes And Loans Receivable [Line Items]
Allowance For Doubtful Accounts Receivable Current	$ 91.7	$ 34.9
The Connecticut Light And Power Company [Member]
Accounts Notes And Loans Receivable [Line Items]
Allowance For Doubtful Accounts Receivable Current	11.2	14.8
Public Service Company Of New Hampshire [Member]
Accounts Notes And Loans Receivable [Line Items]
Allowance For Doubtful Accounts Receivable Current	9.5	7.2
Western Massachusetts Electric Company [Member]
Accounts Notes And Loans Receivable [Line Items]
Allowance For Doubtful Accounts Receivable Current	3.5	4.6
NSTAR Electric Company [Member]
Accounts Notes And Loans Receivable [Line Items]
Allowance For Doubtful Accounts Receivable Current	$ 45.1	$ 27.1

XML

MARKETABLE SECURITIES (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Available For Sale Securities Reconciliation [Table TextBlock]

		As of September 30, 2012
				Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains (1)		Losses (1)		Fair Value
NU
	Debt Securities (2)	$	258.5	$	12.3	$	(0.1)	$	270.7
	Equity Securities (2)		142.3		19.7		(2.6)		159.4
WMECO
	Debt Securities		57.6		0.1		(0.1)		57.6
		As of December 31, 2011
				Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains (1)		Losses (1)		Fair Value
NU		$	88.4	$	2.0	$	(0.2)	$	90.2
WMECO			57.3		-		(0.2)		57.1

Investments Classified by Contractual Maturity Date [Table Text Block]

	NU				WMECO
	Amortized				Amortized
(Millions of Dollars)	Cost		Fair Value		Cost		Fair Value
Less than one year (1)	$	54.4	$	54.4	$	18.4	$	18.4
One to five years		60.2		61.6		25.3		25.3
Six to ten years		46.9		50.0		6.4		6.4
Greater than ten years		97.0		104.7		7.5		7.5
Total Debt Securities	$	258.5	$	270.7	$	57.6	$	57.6

Fair Value Heirarchy [Table Text Block]

			NU				WMECO
			As of		As of		As of		As of
(Millions of Dollars)			September 30, 2012		December 31, 2011		September 30, 2012		December 31, 2011
Level 1:
	Mutual Funds and Equity Securities		$	205.1	$	41.1	$	-	$	-
	Money Market Funds			40.5		1.8		4.7		0.1
Total Level 1			$	245.6	$	42.9	$	4.7	$	0.1
Level 2:
	U.S. Government Issued Debt Securities
		(Agency and Treasury)		59.8		11.1		18.7		8.0
	Corporate Debt Securities			32.2		16.5		7.0		9.1
	Asset-Backed Debt Securities			31.4		25.9		10.7		7.9
	Municipal Bonds			95.3		16.1		12.7		15.4
	Other Fixed Income Securities			11.5		18.8		3.8		16.6
Total Level 2			$	230.2	$	88.4	$	52.9	$	57.0
Total Marketable Securities			$	475.8	$	131.3	$	57.6	$	57.1

XML

SHARE-BASED PAYMENTS (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 09, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Excess Tax Benefit from Share-based Compensation, Financing Activities				$ 3.9	$ 1.4
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		4,500,000		4,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		2,501,295		2,501,295		2,685,615
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost		4.8	3.2	21.6	9.3
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		1.9	1.3	8.7	3.7
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		30.3		30.3
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition				2.08
Employee Service Share Based Compensation Awards Other Than Options [Abstract]
Share-based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options NSTAR Deferred and Performance Awards Converted Upon Merger	421,775
Share-based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options NSTAR Deferred and Performance Awards Converted to NU RSU's Upon Merger, Value	15.5
Share-based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options NSTAR RSU Retention Awards Converted to NU RSU's Upon Merger	195,619
Share-based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options NSTAR RSU Retention Awards Converted to NU RSU Retention Awards Upon Merger, Value	7.2
Employee Service Share Based Compensation Stock Option Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		4.4		4.4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		2,306,717		2,306,717		47,374
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				(405,551)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period				0
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit				$ 18.45		$ 18.58
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit				$ 28.12		$ 18.90
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		$ 23.92		$ 23.92		$ 18.78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 23.74		$ 23.74
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price				$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value				5.3
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value		34.0		34.0
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options				9.6
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options				2.1
Share-base Compensation, Converted NSTAR Options, Exercise Price Range, Lower Range Limit				$ 0
Share-base Compensation, Converted NSTAR Options, Exercise Price Range, Upper Range Limit				$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Converted NSTAR Options Upon Merger	2,664,894
Share-based Compensation Arrangement by Share-based Payment Award, Options, Converted NSTAR Options Upon Merger, Weighted Average Exercise Price	$ 23.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Converted NSTAR Options Upon Merger, Total Value	30.5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value				$ 34,100,000
Employee Service Share-based Compenation ESPP Disclosures [Abstract]
Stock Issued During Period, Shares, Employee Stock Purchase Plans				39,422		35,476
ESPP Discounted Purchase Price First Six Months				33.01	31.27
ESPP Discounted Purchase Price Second Six Months				37.89		32.30
Employee Stock Purchase Plan Shares Remaining For Future Issuance		857,280		857,280		896,702
The Connecticut Light And Power Company [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost		0.9	1.9	3.9	5.4
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		0.4	0.8	1.6	2.2
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		6.2		6.2
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition				2.17
NSTAR Electric Company [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost		0.5	1.9	5.4	5.8
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		0.2	0.8	2.1	2.3
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		8.6		8.6
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition				1.91
Nstar [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		3,500,000		3,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		977,922		977,922
Public Service Company Of New Hampshire [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost		0.4	0.6	1.5	1.9
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		0.1	0.3	0.6	0.7
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		2.1		2.1
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition				1.97
Western Massachusetts Electric Company [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost		0.2	0.4	0.8	1.0
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		0.1	0.1	0.3	0.4
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		$ 1.3		$ 1.3
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition				1.96
Restricted Stock Units (RSUs) [Member]
Employee Service Share Based Compensation Awards Other Than Options [Abstract]
Share-based Compensation Arragement by Share-based Payment Award Equity Instruments Other Than Options Beginning Balance						959,920
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				585,135
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period				(304,014)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period				(95,156)
Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other Than Options Ending Balance				2,214,637
Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other Than Options Weighted Average Grant Date Fair Value Beginning Balance						$ 26.36
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 32.98
Share-based Compensation Arrangement By Share-based Payment Award Equity Instruments Other Than Options Issued In Period Weighted Average Grant Date Fair Value				$ 27.96
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period, Weighted Average Grant Date Fair Value		$ 34.99		$ 34.99
Share-based Compensation Arrangement By Share-based Payment Award Equity Instruments Other Than Options Weighted Average Grant Date Fair Value Ending Balance		$ 32.07		$ 32.07
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number		1,402,517		1,402,517		403,108
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 34.69		$ 34.69		$ 28.70
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period				470,218
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value				$ 30.00
Share-based Compensation Arrangement By Share-based Payment Award Vested Outstanding Number				812,120
Share-based Compensation Arrangement By Share-based Payment Award Expected To Vest				1,332,391
Share-based Compensation Arrangement By Share-based Payment Award Equity Instruments Other Than Options NSTAR Awards Converted To NU RSU's Upon Merger	617,394
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, NSTAR Awards Converted to RSU's Upon Merger, Weighted Average Grant Date Fair Value	$ 36.79
Employee Service Share-based Compensation Performance Share Disclosures [Abstract]
Share-based Compensation Arrangement By Share-based Payment Award Performance Shares Converted to RSUs Upon Merger	451,358
Share-based Compensation Arrangement By Share-based Payment Award Performance Shares Converted to RSUs Upon Merger Weighted Average Grant-Date Fair Value	$ 34.32
Performance Shares [Member]
Employee Service Share Based Compensation Awards Other Than Options [Abstract]
Share-based Compensation Arragement by Share-based Payment Award Equity Instruments Other Than Options Beginning Balance						483,133
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				227,683
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period				(106,773)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period				0
Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other Than Options Ending Balance				152,685
Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other Than Options Weighted Average Grant Date Fair Value Beginning Balance						$ 29.18
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 34.37
Share-based Compensation Arrangement By Share-based Payment Award Equity Instruments Other Than Options Issued In Period Weighted Average Grant Date Fair Value				$ 24.52
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period, Weighted Average Grant Date Fair Value		$ 0		$ 0
Share-based Compensation Arrangement By Share-based Payment Award Equity Instruments Other Than Options Weighted Average Grant Date Fair Value Ending Balance		$ 25.04		$ 25.04
Employee Service Share-based Compensation Performance Share Disclosures [Abstract]
Share-based Compensation Arrangement By Share-based Payment Award Performance Shares Converted to RSUs Upon Merger	(451,358)
Share-based Compensation Arrangement By Share-based Payment Award Performance Shares Converted to RSUs Upon Merger Weighted Average Grant-Date Fair Value	$ 34.32

XML

Presentation (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

ScheduleOfReclassificationAdjustments

	Transmission Expense				Energy Efficiency Expense
	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
(Millions of Dollars)	September 30, 2011		September 30, 2011		September 30, 2011		September 30, 2011
NU	$	6.3	$	71.1	$	35.3	$	99.7
CL&P		8.7		48.5		24.9		69.6
PSNH		(0.3)		12.7		3.7		9.6
WMECO		2.1		12.4		6.1		16.5

XML

Merger of NU and NSTAR (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended		9 Months Ended
	Apr. 09, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Number of NSTAR Shares Outstanding	103,696,000
Exchange Ratio	1.312
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	136,049,000
Business Acquisition Share Price	$ 36.79
Business Acquisition, Cost of Acquired Entity, Equity Interests Issued and Issuable	$ 5,005.0
Business Acquisition, Cost of Acquired Entity, Other Noncash Consideration	33.0
Business Acquisition, Cost of Acquired Entity, Purchase Price	5,038.0	5,038.0		5,038.0
Business Acquisition, Purchase Price Allocation [Abstract]
Business Acquisition, Purchase Price Allocation, Current Assets		754.0		754.0
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment		5,155.0		5,155.0
Business Acquisition, Purchase Price Allocation, Goodwill Amount		3,231.0		3,231.0
Business Acquisition, Purchase Price Allocation, Other Noncurrent Assets		2,115.0		2,115.0
Business Acquisition, Purchase Price Allocation, Current Liabilities		(1,332.0)		(1,332.0)
Business Acquisition, Purchase Price Allocation, Other Noncurrent Liabilities		(2,723.0)		(2,723.0)
Business Acquisition, Purchase Price Allocation, Noncurrent Liabilities, Long-term Debt		(2,123.0)		(2,123.0)
Business Aquisition, Purchase Price Allocation, Preferred Stock		(39.0)		(39.0)
Total Purchase Price	5,038.0	5,038.0		5,038.0
Business Acquisition, Pro Forma Information [Abstract]
Business Acquisition, Pro Forma Revenue		1,862.0	1,883.0	5,321.0	5,637.0
Business Acquisition, Pro Forma Net Income (Loss)		208.0	190.0	455.0	518.0
Business Acquisition, Pro Forma Earnings Per Share, Basic		$ 0.66	$ 0.61	$ 1.45	$ 1.65
Business Acquisition, Pro Forma Earnings Per Share, Diluted		$ 0.66	$ 0.60	$ 1.44	$ 1.64
CustomerRateCreditsForBusinessCombination				46.0
StormCostDeferralReduction				40.0
EnergyEfficiencyFundEstablishment				15.0
TotalImpactOfSettlementAgreements				101.0
BusinessCombinationAfterTaxTransactionCosts		1.0	1.0	31.0	17.0
AfterTaxSettlementCostsIncurred		0	0	60.0	0
AfterTaxCostsIncurredinConnectionwithMerger		1.0	1.0	91.0	17.0
Business Combination, Description [Abstract]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Common Stock, Shares, Outstanding	314,000,000
Business Acquisition, Number of Shares Awards Vested Immediately Prior to Merger				109,000
Business Aquisition, Description of Settlement Agreements				Regulatory Approvals: On February 15, 2012, NU and NSTAR reached comprehensive settlement agreements with the Massachusetts Attorney General and the DOER related to the merger. On April 4, 2012, the DPU approved the settlement agreements and the merger of NU and NSTAR. On March 13, 2012, NU and NSTAR reached a comprehensive settlement agreement with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel. On April 2, 2012, the PURA approved the settlement agreement and the merger of NU and NSTAR. The settlement agreements included base distribution rate freezes until December 1, 2014 for CL&P and through 2015 for NSTAR Electric, NSTAR Gas and WMECO.
Business Combination, Goodwill Recognized, Segment Allocation		Goodwill Allocation: NU's reporting units consist of the combined Electric Distribution, Electric Transmission and Natural Gas Distribution. The preliminary estimate of goodwill from the merger with NSTAR of $3.2 billion has been assigned to NU's reporting units based on relative fair values. As of September 30, 2012, the preliminary allocation of goodwill to each reporting unit was $2.3 billion to Electric Distribution, $0.7 billion to Electric Transmission and $0.5 billion to Natural Gas Distribution, including $0.3 billion of pre-existing goodwill applicable to Yankee Gas. NU's reporting units are consistent with its reportable business segments.
Nstar [Member]
Business Combination, Description [Abstract]
RevenuesfromAcquiredCompany		736.2		1,337.6
NetIncomeFromAcquiredCompany		105.0		141.0
The Connecticut Light And Power Company [Member]
Business Acquisition, Pro Forma Information [Abstract]
CustomerRateCreditsForBusinessCombination				25.0
StormCostDeferralReduction				40.0
TotalImpactOfSettlementAgreements				65.0
NSTAR Electric Company [Member]
Business Acquisition, Pro Forma Information [Abstract]
CustomerRateCreditsForBusinessCombination				15.0
TotalImpactOfSettlementAgreements				15.0
Western Massachusetts Electric Company [Member]
Business Acquisition, Pro Forma Information [Abstract]
CustomerRateCreditsForBusinessCombination				3.0
TotalImpactOfSettlementAgreements				$ 3.0

XML

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Earnings Per Share Basic And Diluted [Table Text Block]

The following table sets forth the components of basic and diluted EPS:
		For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars, except share information)		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Net Income Attributable to Controlling Interest		$	207.6	$	90.0	$	351.2	$	281.4
Weighted Average Common Shares Outstanding:
	Basic		314,806,441		177,497,862		264,636,636		177,344,481
	Dilutive Effect		999,355		337,486		716,741		303,213
	Diluted		315,805,796		177,835,348		265,353,377		177,647,694
Basic EPS		$	0.66	$	0.51	$	1.33	$	1.59
Diluted EPS		$	0.66	$	0.51	$	1.32	$	1.58

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Long-Term Contractual Arrangements (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Long-term Purchase Commitment [Table Text Block]

	October - December
(Millions of Dollars)	2012		2013		2014		2015		2016		Thereafter		Totals
Supply/Stranded Cost Contracts/Obligations	$	8.1	$	28.7	$	33.0	$	32.9	$	12.6	$	7.1	$	122.4
Renewable Energy Supply Contracts		16.8		87.3		86.6		87.9		52.1		252.8		583.5
Transmission Support Commitments		1.0		3.7		3.6		3.5		0.0		0.0		11.8
Natural Gas Procurement Contracts		54.3		54.0		47.5		24.7		21.6		78.5		280.6
Future Minimum Operating Lease Payments		3.2		11.5		8.4		7.3		5.7		12.2		48.3
Electric Interconnection Agreement		0.9		3.4		3.4		3.4		3.3		41.1		55.5
Totals	$	84.3	$	188.6	$	182.5	$	159.7	$	95.3	$	391.7	$	1,102.1

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DERIVATIVE INSTURMENTS (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Derivative Instrument Detail Abstract
Derivative Liabilities - Current	$ (113,907,000)		$ (113,907,000)		$ (107,558,000)
Derivative Liabilities, Noncurrent	(912,352,000)		(912,352,000)		(959,876,000)
Derivative Assets Noncurrent	93,256,000		93,256,000		98,357,000
Current Derivative Assets Consolidated	13,300,000		13,300,000		11,000,000
Other Derivatives Not Designated As Hedging Instruments At Fair Value Net Total Abstract
Description of Derivative Activity Volume			NU also has NYMEX future contracts in order to reduce variability associated with the purchase price of approximately 9.1 million MMBtu of natural gas.
Effect Of Fair Value Hedges On Results Of Operations [Abstract]
Interest Realized In Earnings On Fair Value Hedge		2,500,000	2,500,000	7,900,000
Cash Flow Hedges Derivative Instruments At Fair Value Net [Abstract]
Cash Flow Hedge Gain Loss Reclassified To Interest Expense Net	900,000	400,000	2,400,000	600,000
Description Of Cash Flow Hedge Activity				In 2011, PSNH and WMECO settled interest rate swaps associated with $280 million and $50 million, respectively, of long-term debt issuances and as a result PSNH and WMECO recorded pre-tax reductions of $18.2 million and $6.9 million, respectively, to AOCI that are being amortized over the remaining lives of the associated debt.
Derivative Credit Risk Related Contingent Features Abstract
Derivative Net Liability Position Aggregate Fair Value	(15,800,000)		(15,800,000)		(23,500,000)
Collateral Already Posted Aggregate Fair Value	1,300,000		1,300,000		4,100,000
Additional Collateral Aggregate Fair Value	15,700,000		15,700,000		19,900,000
Minimum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
FairValueInputsDiscountForLackOfMarketability			10.00%
Fair Value inputs, Capacity Prices	1.4		1.4
Fair Value Inpts, Energy Prices	41		41
Fair Value Inputs, Renewable Energy Credit Prices	25		25
Fair Value Inputs, Forward Reserve	0.35		0.35
Maximum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
FairValueInputsDiscountForLackOfMarketability			32.00%
Fair Value inputs, Capacity Prices	10.53		10.53
Fair Value Inpts, Energy Prices	90		90
Fair Value Inputs, Renewable Energy Credit Prices	85		85
Fair Value Inputs, Forward Reserve	0.9		0.9
The Connecticut Light And Power Company [Member]
Derivative Instrument Detail Abstract
Derivative Liabilities - Current	(97,536,000)		(97,536,000)		(95,881,000)
Derivative Liabilities, Noncurrent	(891,160,000)		(891,160,000)		(935,849,000)
Derivative Assets Noncurrent	91,989,000		91,989,000		93,755,000
The Connecticut Light And Power Company [Member] | Minimum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
Fair Value inputs, Capacity Prices	1.4		1.4
Fair Value Inpts, Energy Prices	47		47
Fair Value Inputs, Forward Reserve	0.35		0.35
The Connecticut Light And Power Company [Member] | Maximum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
Fair Value inputs, Capacity Prices	9.51		9.51
Fair Value Inpts, Energy Prices	55		55
Fair Value Inputs, Forward Reserve	0.9		0.9
Western Massachusetts Electric Company [Member] | Minimum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
Fair Value inputs, Capacity Prices	1.4		1.4
Fair Value Inpts, Energy Prices	41		41
Fair Value Inputs, Renewable Energy Credit Prices	25		25
Western Massachusetts Electric Company [Member] | Maximum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
Fair Value inputs, Capacity Prices	10.53		10.53
Fair Value Inpts, Energy Prices	90		90
Fair Value Inputs, Renewable Energy Credit Prices	85		85
NSTAR Electric Company [Member] | Minimum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
Fair Value inputs, Capacity Prices	1.4		1.4
Fair Value Inputs, Renewable Energy Credit Prices	25		25
NSTAR Electric Company [Member] | Maximum [Member]
Fairvalueinputsquantitativeinformationabstract [Abstract]
Fair Value inputs, Capacity Prices	10.18		10.18
Fair Value Inputs, Renewable Energy Credit Prices	63		63
Fair Value Inputs Level 2 [Member] | Public Service Company Of New Hampshire [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	600,000		600,000
Fair Value Inputs Level 2 [Member] | Subsidiaries [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	2,100,000		2,100,000
Derivative Liabilities - Current	(15,800,000)		(15,800,000)
Derivative Liabilities, Noncurrent	(4,300,000)		(4,300,000)
Fair Value Inputs Level 3 [Member] | The Connecticut Light And Power Company [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	5,800,000		5,800,000		6,300,000
Derivative Liabilities - Current	(97,500,000)		(97,500,000)		(95,900,000)
Derivative Liabilities, Noncurrent	(891,200,000)		(891,200,000)		(935,800,000)
Derivative Assets Noncurrent	92,000,000		92,000,000		93,800,000
Fair Value Inputs Level 3 [Member] | Western Massachusetts Electric Company [Member]
Derivative Instrument Detail Abstract
Derivative Liabilities - Current					(100,000)
Derivative Liabilities, Noncurrent	(3,700,000)		(3,700,000)		(7,200,000)
Fair Value Inputs Level 3 [Member] | Subsidiaries [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	4,800,000		4,800,000		4,700,000
Derivative Liabilities - Current					(11,600,000)
Derivative Liabilities, Noncurrent					(16,900,000)
Derivative Assets Noncurrent	1,300,000		1,300,000		4,600,000
Fair Value Inputs Level 3 [Member] | NSTAR Electric Company [Member]
Derivative Instrument Detail Abstract
Derivative Liabilities - Current	(600,000)		(600,000)
Derivative Liabilities, Noncurrent	(13,200,000)		(13,200,000)
Netting And Collateral [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	(12,400,000)		(12,400,000)		(11,600,000)
Derivative Liabilities - Current	1,700,000		1,700,000		4,500,000
Derivative Liabilities, Noncurrent	0		0		400,000
Derivative Assets Noncurrent	(72,000,000)		(72,000,000)		(80,400,000)
Netting And Collateral [Member] | Fair Value Inputs Level 2 [Member] | Subsidiaries [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	(300,000)		(300,000)
Derivative Liabilities - Current	1,700,000		1,700,000
Netting And Collateral [Member] | Fair Value Inputs Level 3 [Member] | The Connecticut Light And Power Company [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	(12,100,000)		(12,100,000)		(11,600,000)
Derivative Assets Noncurrent	(72,000,000)		(72,000,000)		(80,400,000)
Netting And Collateral [Member] | Fair Value Inputs Level 3 [Member] | Subsidiaries [Member]
Derivative Instrument Detail Abstract
Derivative Liabilities - Current					4,500,000
Derivative Liabilities, Noncurrent					400,000
Derivative Assets Noncurrent	0		0
Designated As Hedging Instrument [Member] | Fair Value Inputs Level 2 [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current					2,300,000
Commodity [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	25,700,000		25,700,000		22,600,000
Derivative Liabilities - Current	(115,600,000)		(115,600,000)		(112,100,000)
Derivative Liabilities, Noncurrent	(912,400,000)		(912,400,000)		(960,300,000)
Derivative Assets Noncurrent	165,300,000		165,300,000		178,800,000
Other Derivatives Not Designated As Hedging Instruments At Fair Value Net Total Abstract
Description of Derivative Activity Volume			As of September 30, 2012 and December 31, 2011, NU had approximately 38 thousand MWh and 123 thousand MWh, respectively, of supply volumes remaining in its unregulated wholesale portfolio when expected sales are compared with supply contracts. Commodity supply and price risk management: As required by regulation, CL&P has capacity-related contracts with generation facilities. These contracts and similar UI contracts have an expected capacity of 787 MW. CL&P has a sharing agreement with UI, with 80 percent of each contract allocated to CL&P and 20 percent allocated to UI. The capacity contracts have terms up to 15 years and obligate the utilities to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the forward capacity market price received in the ISO-NE capacity markets. In addition, CL&P has a contract to purchase 0.1 million MWh of energy per year through 2020. NSTAR Electric has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2017. NSTAR Electric also has a capacity related contract for approximately 25 MW to 35 MW that extends through 2019. WMECO has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2028 with a facility that is expected to achieve commercial operation by November 2013.
Derivative Instruments Not Designated As Hedging Instruments Gain Loss Net Abstract
Derivative Instruments Gain Loss Recognized In Income Net	200,000	300,000	(800,000)	1,000,000
Derivative Instruments Gain Loss Recognized In Regulatory Asset Liability	11,700,000	(47,700,000)	(25,000,000)	(92,800,000)
Commodity [Member] | Fair Value Inputs Level 2 [Member] | Public Service Company Of New Hampshire [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	600,000		600,000
Commodity [Member] | Fair Value Inputs Level 2 [Member] | Subsidiaries [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	2,400,000		2,400,000
Derivative Liabilities - Current	(17,500,000)		(17,500,000)
Derivative Liabilities, Noncurrent	(4,300,000)		(4,300,000)
Commodity [Member] | Fair Value Inputs Level 3 [Member] | The Connecticut Light And Power Company [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	17,900,000		17,900,000		17,900,000
Derivative Liabilities - Current	(97,500,000)		(97,500,000)		(95,900,000)
Derivative Liabilities, Noncurrent	(891,200,000)		(891,200,000)		(935,800,000)
Derivative Assets Noncurrent	164,000,000		164,000,000		174,200,000
Commodity [Member] | Fair Value Inputs Level 3 [Member] | Western Massachusetts Electric Company [Member]
Derivative Instrument Detail Abstract
Derivative Liabilities - Current					(100,000)
Derivative Liabilities, Noncurrent	(3,700,000)		(3,700,000)		(7,200,000)
Commodity [Member] | Fair Value Inputs Level 3 [Member] | Subsidiaries [Member]
Derivative Instrument Detail Abstract
Derivative Assets - Current	4,800,000		4,800,000		4,700,000
Derivative Liabilities - Current					(16,100,000)
Derivative Liabilities, Noncurrent					(17,300,000)
Derivative Assets Noncurrent	1,300,000		1,300,000		4,600,000
Commodity [Member] | Fair Value Inputs Level 3 [Member] | NSTAR Electric Company [Member]
Derivative Instrument Detail Abstract
Derivative Liabilities - Current	(600,000)		(600,000)
Derivative Liabilities, Noncurrent	$ (13,200,000)		$ (13,200,000)		$ (3,400,000)

XML

COMMON SHARES (Details) (USD $)	0 Months Ended
	Apr. 09, 2012	Sep. 30, 2012	Dec. 31, 2011
Class Of Stock [Line Items]
Common Stock Par Or Stated Value Per Share		$ 5	$ 5
Common Stock Shares Authorized		380,000,000	380,000,000
Common Stock Shares Issued		332,471,514	196,052,770
Treasury Stock Shares		18,568,240	18,894,078
Common Stock Issuance, Merger with NSTAR [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	136,049,000
The Connecticut Light And Power Company [Member]
Class Of Stock [Line Items]
Common Stock Par Or Stated Value Per Share		$ 10	$ 10
Common Stock Shares Authorized		24,500,000	24,500,000
Common Stock Shares Issued		6,035,205	6,035,205
Public Service Company Of New Hampshire [Member]
Class Of Stock [Line Items]
Common Stock Par Or Stated Value Per Share		$ 1	$ 1
Common Stock Shares Authorized		100,000,000	100,000,000
Common Stock Shares Issued		301	301
Western Massachusetts Electric Company [Member]
Class Of Stock [Line Items]
Common Stock Par Or Stated Value Per Share		$ 25	$ 25
Common Stock Shares Authorized		1,072,471	1,072,471
Common Stock Shares Issued		434,653	434,653
NSTAR Electric Company [Member]
Class Of Stock [Line Items]
Common Stock Par Or Stated Value Per Share		$ 1	$ 1
Common Stock Shares Authorized		100,000,000	100,000,000
Common Stock Shares Issued		100	100

XML

Guarantees and Indemnifications (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012
Guarantee Of Financial Obligations Of Npt [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	$ 25.0
Various Subsidiary Surety Bonds Expiring Between 2012 And 2015 [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	33.2
Guarantee Of Rocky River Reality And Nusco Lease Payments For Real Estate And Vehicles Expiring 2019 Through 2024 [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	21.0
Guarantee Of Nuei Surety Bonds Insurance Bonds And Performance Guarantees [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	111.2
Guarantee Of Ngs Performance Expiring In 2020 [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	14.0
Guarantee Of Ngs Insurance Bond [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	1.2
Guarantee Of Es Boulos Surety Bonds Expiring Upon Project Completion [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	55.7
Guarantee Of Select Energy Wholesale Purchase Contracts [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	40.3
Guarantee of NE Hydro Companies' Long-Term Debt [Member]
Guarantee Obligations [Line Items]
Guarantee Obligations Maximum Exposure	$ 6.1

XML

Other Income, Net (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Component Of Other Income Nonoperating [Line Items]
Other Income/(Loss), Net	$ 4,324	$ 1,430	$ 14,904	$ 19,077
The Connecticut Light And Power Company [Member]
Component Of Other Income Nonoperating [Line Items]
Other Income/(Loss), Net	2,889	(2,356)	8,636	4,308
Public Service Company Of New Hampshire [Member]
Component Of Other Income Nonoperating [Line Items]
Other Income/(Loss), Net	(353)	3,293	2,237	12,112
Western Massachusetts Electric Company [Member]
Component Of Other Income Nonoperating [Line Items]
Other Income/(Loss), Net	$ 685	$ (722)	$ 1,965	$ 259

XML

DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

5.       DERIVATIVE INSTRUMENTS

The Regulated companies purchase and procure energy and energy-related products for their customers, which are subject to price volatility. The costs associated with supplying energy to customers are recoverable through customer rates. The Company manages the risks associated with the price volatility of energy and energy-related products through the use of derivative contracts, many of which meet the definition of and are designated as "normal purchases or normal sales" (normal)under the applicable accounting guidance, and the use of nonderivative contracts.

Derivative contracts that are not recorded as normal are recorded at fair value as current or long-term derivative assets or liabilities. For the Regulated companies, regulatory assets or liabilities are recorded for the changes in fair values of derivatives, as these contracts are part of current regulated operating costs, or have an allowed recovery mechanism, and management believes that these costs will continue to be recovered from or refunded to customers in cost-of-service, regulated rates. For NU's remaining unregulated wholesale marketing contracts, changes in fair values of derivatives are included in Net Income. The costs and benefits of derivative contracts that meet the definition of normal are recognized in Operating Expenses or Operating Revenues on the accompanying unaudited condensed consolidated statements of income, as applicable, as electricity or natural gas is delivered.

CL&P, NSTAR Electric and WMECO mitigate the risks associated with the price volatility of energy and energy-related products through the use of SS, LRS, and basic service contracts, which fix the price of electricity purchased for customers and are accounted for as normal.As required by regulation, CL&P has entered into derivative and nonderivative contracts for the purchase of energy and energy-related products and contracts related to capacity. NSTAR Electric also has a capacity related contract that is a derivative. NSTAR Electric and WMECO have contracts to purchase renewable energy that are derivatives. CL&P has also entered into FTR contracts, which are accounted for as derivatives, to manage the risk of congestion costs associated with its SS and LRS contracts.NU also has NYMEX future contracts in order to reduce variability associated with the purchase price of approximately 9.1 millionMMBtu of natural gas.

The costs or benefits from all of the Regulated companies' derivative contracts are recoverable from or refundable to customers, and therefore, changes in fair value are recorded as Regulatory Assets or Regulatory Liabilities on the accompanying unaudited condensed consolidated balance sheets.

NU, through Select Energy, has one remaining fixed price forward sales contract to serve electrical load that is part of its remaining unregulated wholesale energy marketing portfolio. NU mitigates the price risk associated with this contract through the use of forward purchase contracts. The contracts are accounted for at fair value, and changes in their fair values are recorded in Purchased Power, Fuel and Transmission on the accompanying unaudited condensed consolidated statements of income.

The gross fair values of derivative assets and liabilities with the same counterparty are offset and reported as net Derivative Assets or Derivative Liabilities, with current and long-term portions, in the accompanying unaudited condensed consolidated balance sheets. Cash collateral posted or collected under master netting agreements is recorded as an offset to the derivative asset or liability. The following tables present the gross fair values of contracts and the net amounts recorded as current or long-term derivative asset or liability, by primary underlying risk exposure or purpose:

		As of September 30, 2012
		Commodity Supply and		Collateral		Net Amount Recorded as
(Millions of Dollars)		Price Risk Management		and Netting (1)		Derivative Asset/(Liability) (2)
Current Derivative Assets:
Level 2:
	PSNH	$	0.6	$	-	$	0.6
	Other		2.4		(0.3)		2.1
Level 3:
	CL&P		17.9		(12.1)		5.8
	Other		4.8		-		4.8
Total Current Derivative Assets		$	25.7	$	(12.4)	$	13.3
Long-Term Derivative Assets:
Level 3:
	CL&P	$	164.0	$	(72.0)	$	92.0
	Other		1.3		-		1.3
Total Long-Term Derivative Assets		$	165.3	$	(72.0)	$	93.3
Current Derivative Liabilities:
Level 2:
	Other	$	(17.5)	$	1.7	$	(15.8)
Level 3:
	CL&P		(97.5)		-		(97.5)
	NSTAR Electric		(0.6)		-		(0.6)
Total Current Derivative Liabilities		$	(115.6)	$	1.7	$	(113.9)
Long-Term Derivative Liabilities:
Level 2:
	Other	$	(4.3)	$	-	$	(4.3)
Level 3:
	CL&P		(891.2)		-		(891.2)
	NSTAR Electric		(13.2)		-		(13.2)
	WMECO		(3.7)		-		(3.7)
Total Long-Term Derivative Liabilities		$	(912.4)	$	-	$	(912.4)

		As of December 31, 2011
		Commodity Supply and		Collateral		Net Amount Recorded as
(Millions of Dollars)		Price Risk Management		and Netting (1)		Derivative Asset/(Liability) (2)
Current Derivative Assets:
Level 3:
	CL&P	$	17.9	$	(11.6)	$	6.3
	Other		4.7		-		4.7
Total Current Derivative Assets (3)		$	22.6	$	(11.6)	$	11.0
Long-Term Derivative Assets:
Level 3:
	CL&P	$	174.2	$	(80.4)	$	93.8
	Other		4.6		-		4.6
Total Long-Term Derivative Assets		$	178.8	$	(80.4)	$	98.4
Current Derivative Liabilities:
Level 3:
	CL&P	$	(95.9)	$	-	$	(95.9)
	WMECO		(0.1)		-		(0.1)
	Other		(16.1)		4.5		(11.6)
Total Current Derivative Liabilities		$	(112.1)	$	4.5	$	(107.6)
Long-Term Derivative Liabilities:
Level 3:
	CL&P	$	(935.8)	$	-	$	(935.8)
	WMECO		(7.2)		-		(7.2)
	Other		(17.3)		0.4		(16.9)
Total Long-Term Derivative Liabilities (4)		$	(960.3)	$	0.4	$	(959.9)

(1)       Amounts represent cash collateral posted under master netting agreements and the netting of derivative assets and liabilities. See "Credit Risk" below for discussion of cash collateral posted under master netting agreements.

(2)       Current derivative assets are included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheets. NSTAR Electric and WMECO derivative liabilities are included in Other Current Liabilities and Other Long-Term Liabilities on their accompanying unaudited condensed consolidated balance sheets.

(3)In addition to the amounts reflected in the table, as of December 31, 2011, NU had $2.3 million of hedging instruments that were classified as Level 2 in the fair value hierarchy, which related to a fair value hedge that expired on April 2, 2012 and was included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheet.

(4)       As of December 31, 2011, NSTAR Electric had $3.4million of derivative liabilities classified as Level 3 within the fair value hierarchy and included in Other Long-Term Liabilities on the accompanying NSTAR Electric unaudited condensed consolidated balance sheet. These amounts are not included in NU consolidated as of December31, 2011.

For further information on the fair value of derivative contracts, see Note 1E, "Summary of Significant Accounting Policies - Fair Value Measurements."

Derivatives not designated as hedges

Commodity supply and price risk management: As required by regulation, CL&P has capacity-related contracts with generation facilities. These contracts and similar UI contracts have an expected capacity of 787 MW. CL&P has a sharing agreement with UI, with 80 percent of each contract allocated to CL&P and 20 percent allocated to UI. The capacity contracts have terms up to 15 years and obligate the utilities to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the forward capacity market price received in the ISO-NE capacity markets. In addition, CL&P has a contract to purchase 0.1 million MWh of energy per year through 2020.

NSTAR Electric has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2017. NSTAR Electric also has a capacity related contract for approximately 25 MW to 35 MW that extends through 2019.

WMECO has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2028 with a facility that is expected to achieve commercial operation by November 2013.

As of September 30, 2012 and December 31, 2011, NU had approximately 38thousand MWh and 123 thousand MWh, respectively, of supply volumes remaining in its unregulated wholesale portfolio when expected sales are compared with supply contracts.

The following table presents the realized and unrealized gains/(losses) associated with NU's derivative contracts not designated as hedges (See Level 3 tablesin the "Valuations using significant unobservable inputs" section for CL&P, NSTAR Electric and WMECO gains and losses on derivative contracts):

		Amounts Recognized on Derivatives
Location of Amounts		For the Three Months Ended				For the Nine Months Ended
Recognized on Derivatives		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)
NU
Balance Sheet:
	Regulatory Assets	$	11.7	$	(47.7)	$	(25.0)	$	(92.8)
Statement of Income:
	Purchased Power, Fuel and Transmission		0.2		0.3		(0.8)		1.0

Hedging instruments

Fair Value Hedge: NU parent had a fixed to floating interest rate swap on its $263 million, fixed rate senior note that matured on April 1, 2012. This interest rate swap qualified and was designated as a fair value hedge.Prior to the settlement of the swap on April 2, 2012, $2.5 million of interest benefit was recorded in Net Income in the first quarter of 2012. For the three and nine months ended September 30, 2011, $2.5million and $7.9million of interest benefit was recorded in Net Income, respectively.

Cash Flow Hedges:In 2011, PSNH and WMECO settled interest rate swaps associated with $280 million and $50million, respectively, of long-term debt issuances and as a result PSNH and WMECO recorded pre-tax reductions of $18.2 million and $6.9 million, respectively,to AOCI that are being amortized over the remaining lives of the associated debt. NU reclassified $0.9million and $2.4million of pre-tax losses from AOCI into interest expense for the three and nine months ended September 30, 2012, respectively. These amounts were $0.4million and $0.6million for the three and nine months ended September 30, 2011, respectively.

Credit Risk

Certain of NU's contracts contain credit risk contingent features. These features require NU to maintain investment grade credit ratings from the major rating agencies and to post collateral for contracts in a net liability position over specified credit limits. The following summarizes the fair value of derivative contracts that were in a net liability position and subject to credit risk contingent features, the fair value of cash collateral, and the additional collateral that would be required to be posted by NU if the unsecured debt credit ratings of NU parent were downgraded to below investment grade as of September 30, 2012 and December31, 2011:

As of September 30, 2012

As of December 31, 2011

Additional

Additional

Fair Value

Collateral Required

Fair Value

Collateral Required

Subject to Credit

Cash

If Downgraded

Subject to Credit

Cash

If Downgraded

Risk Contingent

Collateral

Below Investment

Risk Contingent

Collateral

Below Investment

(Millions of Dollars)

Features

Posted

Grade

Features

Posted

Grade

NU

$

(15.8)

$

1.3

$

15.7

$

(23.5)

$

4.1

$

19.9

Fair Value Measurements of Derivative Instruments

Valuation of Derivative Instruments: Derivative contracts classified as Level 2 in the fair value hierarchy relate to the financial contracts for natural gas futures and the remaining unregulated wholesale marketing sourcing contracts to purchase energy for periods in which prices are quoted in an active market. Prices are obtained from broker quotes and are based on actual market activity. The contracts are valued using the mid-point of the bid-ask spread. Valuations of these contracts also incorporate discount rates using the yield curve approach.

The fair value of derivative contracts classified as Level 3 utilize significant unobservable inputs. The fair value is modeled using income techniques, such as discounted cash flow approaches adjusted for assumptions relating to exit price. Significant observable inputs for valuations of these contracts include energy and energy-related product prices in future years for which quoted prices in an active market exist. Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy and energy-related products, and accounting requirements. The future power and capacity prices for periods that are not quoted in an active market or established at auction are based on available market data and are escalated based on estimates of inflation to address the full time period of the contract.

Valuations of derivative contracts using discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the company's credit rating for liabilities. Valuations incorporate estimates of premiums or discounts that would be required by a market participant to arrive at an exit price, using historical market transactions adjusted for the terms of the contract.

The following is a summary of NU's, including CL&P's, NSTAR Electric's and WMECO's, Level 3 derivative contracts and the range of the significant unobservable inputs utilized in the valuations over the duration of the contracts

	Range	Period Covered
Energy Prices:
NU	$41 - $90 per MWh	2017 - 2028
CL&P	$47 - $55 per MWh	2017 - 2020
WMECO	$41 - $90 per MWh	2017 - 2028
Capacity Prices:
NU	$1.40 - $10.53 per kW-Month	2016 - 2028
CL&P	$1.40 - $9.51 per kW-Month	2016 - 2026
NSTAR Electric	$1.40 - $10.18 per kW-Month	2016 - 2027
WMECO	$1.40 - $10.53 per kW-Month	2016 - 2028
Forward Reserve:
NU, CL&P	$0.35 - $0.90 per kW-Month	2013 - 2024
REC Prices:
NU	$25 - $85 per REC	2012 - 2028
NSTAR Electric	$25 - $63 per REC	2012 - 2017
WMECO	$25 - $85 per REC	2013 - 2028

Exit price premiums of 10 percent through 32 percent are also applied on these contracts.

Significant increases or decreases in future power or capacity prices in isolation would decrease or increase, respectively, the fair value of the derivative liability. Any increases in the risk premiums would increase the fair value of the derivative liabilities. Changes in these fair values are recorded as a regulatory asset or liability and would not impact net income.

Valuations using significant unobservable inputs: The following tables present changes for the three and nine months ended September 30, 2012 and 2011 in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis. The derivative assets and liabilities are presented on a net basis. The fair value as of January1, 2012 reflects a reclassification of remaining unregulated wholesale marketing sourcing contracts that had previously been presented as a portfolio along with the unregulated wholesale marketing sales contract as Level 3 under the highest and best use valuation premise. These contracts are now classified within Level 2 of the fair value hierarchy.

		For the Three Months Ended				For the Nine Months Ended
		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)		NU		NU		NU		NU
Derivatives, Net:
Fair Value as of Beginning of Period		$	(932.1)	$	(886.2)	$	(962.2)	$	(840.2)
Increase due to Merger with NSTAR			-		-		(5.4)		-
Transfer to Level 2			-		-		32.2		-
Net Realized/Unrealized Gains/(Losses) Included in:
	Net Income (2)		(0.2)		0.3		7.2		1.0
	Regulatory Assets		8.5		(47.9)		(30.1)		(93.0)
Settlements			21.5		17.7		56.0		16.1
Fair Value as of End of Period		$	(902.3)	$	(916.1)	$	(902.3)	$	(916.1)

		For the Three Months Ended
		September 30, 2012						September 30, 2011
(Millions of Dollars)		CL&P		NSTAR Electric		WMECO		CL&P		NSTAR Electric (1)
Derivatives, Net:
Fair Value as of Beginning of Period		$	(910.7)	$	(15.8)	$	(13.5)	$	(858.7)	$	(1.0)
Net Realized/Unrealized Gains/(Losses)
	Included in Regulatory Assets		(2.8)		1.4		9.8		(47.9)		(1.2)
Settlements			22.6		0.6		-		15.5		0.6
Fair Value as of End of Period		$	(890.9)	$	(13.8)	$	(3.7)	$	(891.1)	$	(1.6)
		For the Nine Months Ended
		September 30, 2012						September 30, 2011
(Millions of Dollars)		CL&P		NSTAR Electric (1)		WMECO		CL&P		NSTAR Electric (1)
Derivatives, Net:
Fair Value as of Beginning of Period		$	(931.6)	$	(3.4)	$	(7.3)	$	(806.1)	$	(2.4)
Net Realized/Unrealized Gains/(Losses)
	Included in Regulatory Assets		(23.8)		(13.2)		3.6		(92.9)		(1.3)
Settlements			64.5		2.8		-		7.9		2.1
Fair Value as of End of Period		$	(890.9)	$	(13.8)	$	(3.7)	$	(891.1)	$	(1.6)

• NSTAR Electric amounts are included in NU consolidated from the date of the merger, April 10, 2012, through September 30, 2012. NSTAR Electric amounts are not included in NU consolidated for the three and nine months ended September 30, 2011.
• The Net Income impact for the three and nine months ended September 30, 2012 relate to the unregulated wholesale marketing sales contract and are offset by the gains/(losses) on the unregulated sourcing contracts classified as Level 2 in the fair value hierarchy, resulting in total gains of $0.2 million and losses of $0.8million for the three and nine months ended September30, 2012, respectively.

XML

Long-Term Contractual Arrangements (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Long-term Purchase Commitment [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	$ 84.3
Unrecorded Unconditional Purchase Obligation, Due within Two Years	188.6
Unrecorded Unconditional Purchase Obligation, Due within Three Years	182.5
Unrecorded Unconditional Purchase Obligation, Due within Four Years	159.7
Unrecorded Unconditional Purchase Obligation, Due within Five Years	95.3
Unrecorded Unconditional Purchase Obligation, Due after Five Years	391.7
Unrecorded Unconditional Purchase Obligation, Purchases	1,102.1
Operating Leases, Future Minimum Payments Due, Current	3.2
Operating Leases, Future Minimum Payments, Due in Two Years	11.5
Operating Leases, Future Minimum Payments, Due in Three Years	8.4
Operating Leases, Future Minimum Payments, Due in Four Years	7.3
Operating Leases, Future Minimum Payments Due Thereafter	12.2
Operating Leases, Future Minimum Payments Due	48.3
Operating Leases, Future Minimum Payments, Due in Five Years	5.7
Supply And Stranded Costs [Member]
Long-term Purchase Commitment [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	8.1
Unrecorded Unconditional Purchase Obligation, Due within Two Years	28.7
Unrecorded Unconditional Purchase Obligation, Due within Three Years	33.0
Unrecorded Unconditional Purchase Obligation, Due within Four Years	32.9
Unrecorded Unconditional Purchase Obligation, Due within Five Years	12.6
Unrecorded Unconditional Purchase Obligation, Due after Five Years	7.1
Unrecorded Unconditional Purchase Obligation, Purchases	122.4
Renewable Energy Supply Contracts [Member]
Long-term Purchase Commitment [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	16.8
Unrecorded Unconditional Purchase Obligation, Due within Two Years	87.3
Unrecorded Unconditional Purchase Obligation, Due within Three Years	86.6
Unrecorded Unconditional Purchase Obligation, Due within Four Years	87.9
Unrecorded Unconditional Purchase Obligation, Due within Five Years	52.1
Unrecorded Unconditional Purchase Obligation, Due after Five Years	252.8
Unrecorded Unconditional Purchase Obligation, Purchases	583.5
Transmission Support Commitments [Member]
Long-term Purchase Commitment [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	1.0
Unrecorded Unconditional Purchase Obligation, Due within Two Years	3.7
Unrecorded Unconditional Purchase Obligation, Due within Three Years	3.6
Unrecorded Unconditional Purchase Obligation, Due within Four Years	3.5
Unrecorded Unconditional Purchase Obligation, Due within Five Years	0
Unrecorded Unconditional Purchase Obligation, Due after Five Years	0
Unrecorded Unconditional Purchase Obligation, Purchases	11.8
Natural Gas Procurement Contracts [Member]
Long-term Purchase Commitment [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	54.3
Unrecorded Unconditional Purchase Obligation, Due within Two Years	54.0
Unrecorded Unconditional Purchase Obligation, Due within Three Years	47.5
Unrecorded Unconditional Purchase Obligation, Due within Four Years	24.7
Unrecorded Unconditional Purchase Obligation, Due within Five Years	21.6
Unrecorded Unconditional Purchase Obligation, Due after Five Years	78.5
Unrecorded Unconditional Purchase Obligation, Purchases	280.6
Electric Interconnection Contracts [Member]
Long-term Purchase Commitment [Line Items]
Unrecorded Unconditional Purchase Obligation, Due within One Year	0.9
Unrecorded Unconditional Purchase Obligation, Due within Two Years	3.4
Unrecorded Unconditional Purchase Obligation, Due within Three Years	3.4
Unrecorded Unconditional Purchase Obligation, Due within Four Years	3.4
Unrecorded Unconditional Purchase Obligation, Due within Five Years	3.3
Unrecorded Unconditional Purchase Obligation, Due after Five Years	41.1
Unrecorded Unconditional Purchase Obligation, Purchases	$ 55.5

XML

SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2012

Segment Reporting Information [Line Items]

Schedule Of Segment Reporting Information By Segment Text Block

		For the Three Months Ended September 30, 2012
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	1,483.7	$	91.3	$	235.6	$	219.5	$	(168.6)	$	1,861.5
Depreciation and Amortization			(172.6)		(12.6)		(29.7)		(17.5)		1.1		(231.3)
Other Operating Expenses			(1,027.4)		(77.2)		(66.3)		(216.8)		170.4		(1,217.3)
Operating Income/(Loss)			283.7		1.5		139.6		(14.8)		2.9		412.9
Interest Expense			(45.5)		(8.7)		(26.1)		(12.2)		2.1		(90.4)
Interest Income			(0.3)		-		0.1		2.2		(2.1)		(0.1)
Other Income, Net			2.6		0.2		1.9		324.9		(325.1)		4.5
Income Tax (Expense)/Benefit			(88.8)		2.6		(43.7)		13.8		(1.3)		(117.4)
Net Income/(Loss)			151.7		(4.4)		71.8		313.9		(323.5)		209.5
Net Income Attributable
	to Noncontrolling Interests		(1.2)		-		(0.7)		-		-		(1.9)
Net Income/(Loss) Attributable
	to Controlling Interest	$	150.5	$	(4.4)	$	71.1	$	313.9	$	(323.5)	$	207.6

		For the Nine Months Ended September 30, 2012
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	3,499.7	$	361.5	$	627.2	$	582.9	$	(481.5)	$	4,589.8
Depreciation and Amortization			(398.1)		(32.7)		(79.5)		(39.1)		2.6		(546.8)
Other Operating Expenses			(2,654.4)		(292.9)		(179.5)		(614.5)		485.1		(3,256.2)
Operating Income/(Loss)			447.2		35.9		368.2		(70.7)		6.2		786.8
Interest Expense			(123.4)		(22.9)		(71.9)		(32.7)		5.0		(245.9)
Interest Income			1.8		-		0.4		4.8		(4.8)		2.2
Other Income, Net			6.9		0.3		5.8		565.3		(565.5)		12.8
Income Tax (Expense)/Benefit			(117.2)		(5.0)		(119.3)		44.9		(2.8)		(199.4)
Net Income			215.3		8.3		183.2		511.6		(561.9)		356.5
Net Income Attributable
	to Noncontrolling Interests		(3.2)		-		(2.1)		-		-		(5.3)
Net Income Attributable
	to Controlling Interest	$	212.1	$	8.3	$	181.1	$	511.6	$	(561.9)	$	351.2
Cash Flows Used for
	Investments in Plant	$	461.3	$	105.9	$	476.0	$	38.6	$	-	$	1,081.8

		For the Three Months Ended September 30, 2011
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	878.6	$	59.6	$	159.1	$	142.3	$	(124.7)	$	1,114.9
Depreciation and Amortization			(98.7)		(7.2)		(19.5)		(4.4)		0.8		(129.0)
Other Operating Expenses			(666.8)		(52.3)		(46.7)		(135.7)		119.4		(782.1)
Operating Income			113.1		0.1		92.9		2.2		(4.5)		203.8
Interest Expense			(30.3)		(5.3)		(21.3)		(8.1)		1.1		(63.9)
Interest Income			0.9		-		0.1		1.3		(1.3)		1.0
Other Income/(Loss), Net			0.6		0.4		(1.1)		86.3		(85.8)		0.4
Income Tax (Expense)/Benefit			(25.5)		1.8		(28.5)		4.1		(1.8)		(49.9)
Net Income/(Loss)			58.8		(3.0)		42.1		85.8		(92.3)		91.4
Net Income Attributable
	to Noncontrolling Interests		(0.8)		-		(0.6)		-		-		(1.4)
Net Income/(Loss) Attributable
	to Controlling Interest	$	58.0	$	(3.0)	$	41.5	$	85.8	$	(92.3)	$	90.0

		For the Nine Months Ended September 30, 2011
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	2,564.7	$	318.1	$	469.4	$	403.5	$	(358.1)	$	3,397.6
Depreciation and Amortization			(266.3)		(20.2)		(64.3)		(12.7)		2.1		(361.4)
Other Operating Expenses			(1,993.1)		(251.5)		(139.2)		(397.4)		354.3		(2,426.9)
Operating Income/(Loss)			305.3		46.4		265.9		(6.6)		(1.7)		609.3
Interest Expense			(90.9)		(15.6)		(56.6)		(25.3)		3.7		(184.7)
Interest Income			2.7		-		0.4		4.0		(4.0)		3.1
Other Income, Net			7.1		1.2		7.0		321.2		(320.6)		15.9
Income Tax (Expense)/Benefit			(69.0)		(11.3)		(86.4)		11.9		(3.1)		(157.9)
Net Income			155.2		20.7		130.3		305.2		(325.7)		285.7
Net Income Attributable
	to Noncontrolling Interests		(2.4)		-		(1.9)		-		-		(4.3)
Net Income Attributable
	to Controlling Interest	$	152.8	$	20.7	$	128.4	$	305.2	$	(325.7)	$	281.4
Cash Flows Used for
	Investments in Plant	$	385.0	$	73.6	$	254.2	$	36.3	$	-	$	749.1

REMOVEDREMOVED

	Regulated Companies
NU	Distribution
(Millions of Dollars)	Electric		Natural Gas		Transmission		Other		Eliminations		Total
As of September 30, 2012	$	17,576.9	$	2,744.0	$	6,109.3	$	18,396.6	$	(17,069.2)	$	27,757.6
As of December 31, 2011		9,653.1		1,511.3		3,792.9		6,618.0		(5,928.2)		15,647.1

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MERGER OF NU AND NSTAR (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Business Acquisitions By Acquisition Equity Interest Issued Or Issuable [Table Text Block]

NSTAR common shares outstanding as of April 9, 2012 (in thousands)*		103,696
Exchange ratio		1.312
NU common shares issued for NSTAR common shares outstanding (in thousands)		136,049
Closing price of NU common shares on April 9, 2012	$	36.79
Value of common shares issued (in millions)	$	5,005
Fair value of NU replacement stock-based compensation awards related to pre-merger service (in millions)		33
Total purchase price (in millions)	$	5,038

Schedule of Purchase Price Allocation [Table Text Block]

(Millions of Dollars)
Current Assets	$	754
Property Plant and Equipment, Net		5,155
Goodwill		3,231
Other Long-Term Assets, excluding Goodwill		2,115
Current Liabilities		(1,332)
Long-Term Liabilities		(2,723)
Long-Term Debt and Other Long-Term Obligations		(2,123)
Preferred Stock of Subsidiary		(39)
Total Purchase Price	$	5,038

Business Acquisition, Pro Forma Information [Table Text Block]

(Pro forma amounts in millions, except per share amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Operating Revenues	$	1,862	$	1,883	$	5,321	$	5,637
Net Income Attributable to Controlling Interest		208		190		455		518
Basic EPS		0.66		0.61		1.45		1.65
Diluted EPS		0.66		0.60		1.44		1.64

Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block]

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011		2012		2011
Transaction and Other Costs		$	1	$	1	$	31	$	17
Settlement Agreement Impacts			-		-		60		-
Total After-Tax Non-Recurring Costs Excluded
	from Net Income	$	1	$	1	$	91	$	17

(Millions of Dollars)	NU		CL&P		NSTAR Electric		WMECO
Customer Rate Credits	$	46	$	25	$	15	$	3
Storm Costs Deferral Reduction		40		40		-		-
Establishment of Energy Efficiency Fund		15		-		-		-
Total	$	101	$	65	$	15	$	3

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Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

(Millions of Dollars)	As of September 30, 2012		As of September 30, 2011 (1)
NU	$	139.9	$	121.7
CL&P		45.9		22.1
NSTAR Electric		21.5		29.4
PSNH		20.1		32.4
WMECO		35.1		45.8

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PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Curtailments			$ 1.8
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year, Description			Contributions: NU’s policy is to annually fund the Pension Plans in an amount at least equal to an amount that will satisfy the requirements of ERISA, as amended by the PPA of 2006, and the Internal Revenue Code. Based on the current status of the NUSCO Pension Plan, NU is required to make a contribution to the NUSCO Pension Plan of $197.3 million in 2012 to meet minimum funding requirements under the PPA. Contributions are being made in installments and began in January 2012. NU made contributions totaling $35.2 million and $162.3 million ($87.7 million of which was contributed by PSNH in the first quarter of 2012) for the three and nine months ended September 30, 2012, respectively. NSTAR Electric made contributions to the NSTAR Electric Pension Plan of $18.7 million and $25 million for the three and nine months ended September 30, 2012. NSTAR Electric does not anticipate additional contributions to the pension plan for the remainder of 2012. The actual level of funding may differ from this estimate.
Defined Benefit Plan, Description of Settlements and Curtailments			Curtailment Expense (SERP): NU recorded curtailment expense of $1.8 million for the NUSCO SERP for the nine months ended September 30, 2012 to reflect charges related to organization changes that occurred as a result of the merger.
Pension Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	23.0	13.8	61.1	27.5
Defined Benefit Plan Interest Cost	53.3	38.3	144.7	76.5
Defined Benefit Plan, Expected Return on Plan Assets	(59.5)	(42.7)	(161.3)	(85.8)
Defined Benefit Plan, Amortization of Gains (Losses)	47.4	21.1	125.0	42.1
Defined Benefit Plan Amortization Of Prior Service Cost Credit	2.0	2.4	6.1	4.8
Defined Benefit Plan Net Periodic Benefit Cost	66.2	32.9	175.6	65.1
Amount Capitalized Pension Expense	19.2	7.8	49.5	23.5
Other Postretirement Benefit Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	4.4	2.3	11.3	6.8
Defined Benefit Plan Interest Cost	14.3	6.4	34.4	19.3
Defined Benefit Plan, Expected Return on Plan Assets	(11.1)	(5.4)	(28.1)	(16.2)
Defined Benefit Plan, Amortization of Gains (Losses)	10.3	4.8	25.5	14.3
Defined Benefit Plan Amortization Of Transition Obligations Assets	3.1	2.9	9.0	8.7
Defined Benefit Plan Amortization Of Prior Service Cost Credit	(0.5)	(0.1)	(0.9)	(0.2)
Defined Benefit Plan Net Periodic Benefit Cost	20.5	10.9	51.2	32.7
The Connecticut Light And Power Company [Member] | Pension Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	5.4	4.9	16.3	14.6
Defined Benefit Plan Interest Cost	12.9	13.0	38.5	39.1
Defined Benefit Plan, Expected Return on Plan Assets	(17.7)	(19.1)	(52.8)	(57.4)
Defined Benefit Plan, Amortization of Gains (Losses)	12.6	8.2	37.0	24.8
Defined Benefit Plan Amortization Of Prior Service Cost Credit	0.9	1.1	2.7	3.1
Defined Benefit Plan Net Periodic Benefit Cost	14.1	8.1	41.7	24.2
Related Intercompany Allocationsof Defined Benefit Expense	10.7	8.5	32.0	25.0
Amount Capitalized Pension Expense	6.8	4.5	20.2	13.4
The Connecticut Light And Power Company [Member] | Other Postretirement Benefit Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	0.8	0.7	2.2	2.2
Defined Benefit Plan Interest Cost	2.3	2.5	6.9	7.5
Defined Benefit Plan, Expected Return on Plan Assets	(2.3)	(2.2)	(6.8)	(6.5)
Defined Benefit Plan, Amortization of Gains (Losses)	1.9	1.9	5.7	5.4
Defined Benefit Plan Amortization Of Transition Obligations Assets	1.5	1.5	4.6	4.6
Defined Benefit Plan Net Periodic Benefit Cost	4.2	4.4	12.6	13.2
Related Intercompany Allocationsof Defined Benefit Expense	2.0	2.0	5.9	6.2
Public Service Company Of New Hampshire [Member] | Pension Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	2.9	2.6	8.8	7.9
Defined Benefit Plan Interest Cost	6.1	6.1	18.3	18.4
Defined Benefit Plan, Expected Return on Plan Assets	(7.2)	(5.0)	(21.1)	(15.0)
Defined Benefit Plan, Amortization of Gains (Losses)	4.2	2.6	12.1	7.8
Defined Benefit Plan Amortization Of Prior Service Cost Credit	0.4	0.5	1.1	1.5
Defined Benefit Plan Net Periodic Benefit Cost	6.4	6.8	19.2	20.6
Related Intercompany Allocationsof Defined Benefit Expense	2.4	1.9	7.5	5.7
Amount Capitalized Pension Expense	1.9	2.1	5.8	5.9
Public Service Company Of New Hampshire [Member] | Other Postretirement Benefit Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	0.5	0.5	1.5	1.4
Defined Benefit Plan Interest Cost	1.1	1.2	3.4	3.6
Defined Benefit Plan, Expected Return on Plan Assets	(1.1)	(1.1)	(3.4)	(3.3)
Defined Benefit Plan, Amortization of Gains (Losses)	0.9	0.8	2.7	2.4
Defined Benefit Plan Amortization Of Transition Obligations Assets	0.6	0.6	1.9	1.9
Defined Benefit Plan Net Periodic Benefit Cost	2.0	2.0	6.1	6.0
Related Intercompany Allocationsof Defined Benefit Expense	0.5	0.5	1.5	1.5
Western Massachusetts Electric Company [Member] | Pension Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	1.0	1.0	3.1	3.0
Defined Benefit Plan Interest Cost	2.6	2.7	7.9	8.1
Defined Benefit Plan, Expected Return on Plan Assets	(4.1)	(4.4)	(12.3)	(13.2)
Defined Benefit Plan, Amortization of Gains (Losses)	2.7	1.7	8.0	5.1
Defined Benefit Plan Amortization Of Prior Service Cost Credit	0.2	0.2	0.6	0.6
Defined Benefit Plan Net Periodic Benefit Cost	2.4	1.2	7.3	3.6
Related Intercompany Allocationsof Defined Benefit Expense	2.1	1.6	6.0	4.6
Amount Capitalized Pension Expense	1.3	0.7	3.7	2.1
Western Massachusetts Electric Company [Member] | Other Postretirement Benefit Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	0.1	0.2	0.4	0.4
Defined Benefit Plan Interest Cost	0.5	0.5	1.5	1.6
Defined Benefit Plan, Expected Return on Plan Assets	(0.5)	(0.5)	(1.6)	(1.5)
Defined Benefit Plan, Amortization of Gains (Losses)	0.3	0.3	0.9	0.9
Defined Benefit Plan Amortization Of Transition Obligations Assets	0.3	0.3	1.1	1.0
Defined Benefit Plan Net Periodic Benefit Cost	0.7	0.8	2.3	2.4
Related Intercompany Allocationsof Defined Benefit Expense	0.4	0.4	1.1	1.1
NSTAR Electric Company [Member] | Pension Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Service Cost	7.6	6.5	22.7	19.5
Defined Benefit Plan Interest Cost	14.7	15.2	44.2	45.7
Defined Benefit Plan, Expected Return on Plan Assets	(16.4)	(17.8)	(49.2)	(53.5)
Defined Benefit Plan, Amortization of Gains (Losses)	15.7	12.2	47.3	36.5
Defined Benefit Plan Amortization Of Prior Service Cost Credit	(0.1)	(0.2)	(0.4)	(0.6)
Defined Benefit Plan Net Periodic Benefit Cost	21.5	15.9	64.6	47.6
Related Intercompany Allocationsof Defined Benefit Expense	(3.0)	(2.3)	(9.2)	(6.8)
Amount Capitalized Pension Expense	8.4	4.9	23.6	14.7
Pension Expense Incurred Prior to Merger			21.6
NSTAR Electric Company [Member] | Other Postretirement Benefit Plans Defined Benefit Member
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan Net Periodic Benefit Cost	$ 8.5	$ 6.4	$ 25.6	$ 19.2
Pension Expense Incurred Prior to Merger			9

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PRESENTATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Reclassification of Transmission Expense	$ 6.3		$ 71.1
Reclassification of Energy Efficiency Expense	35.3		99.7
Description of change in estimate		Effective January 1, 2012, NSTAR Electric increased its estimates with respect to the allowance for doubtful accounts, incurred but not reported claims on medical benefits, general and workers' compensation liabilities and various compensation accruals. The total aggregate impact of these increases in estimates to NSTAR Electric's accompanying unaudited condensed consolidated statements was $11.4 million, after-tax, for the first quarter and first nine months of 2012.
Description of Consolidation of Yankee Cos		On April 10, 2012, upon consummation of the merger with NSTAR, NSTAR Electric's ownership in CYAPC and YAEC combined with CL&P's, PSNH's and WMECO's respective ownership interests in CYAPC and YAEC totaled greater than 50 percent, requiring NU to consolidate CYAPC and YAEC. The investment in CYAPC and YAEC had previously been accounted for under the equity method by NU. The consolidation of CYAPC and YAEC results in NU recording nuclear decommissioning trust marketable securities of $324.9 million, regulatory assets of $212.9 million, long-term debt associated with the long-term fuel disposal liabilities of $179.5 million, net accumulated deferred income tax liability of $58.8 million and asset retirement obligations related to decommissioning activity of $292.9 million as of September 30, 2012. At the NU consolidated level, intercompany transactions between CL&P, NSTAR Electric, PSNH and WMECO and CYAPC and YAEC have been eliminated in consolidation. For CL&P, NSTAR Electric, PSNH and WMECO, the investment in CYAPC and YAEC continue to be accounted for under the equity method.
The Connecticut Light And Power Company [Member]
Reclassification of Transmission Expense	8.7		48.5
Reclassification of Energy Efficiency Expense	24.9		69.6
Public Service Company Of New Hampshire [Member]
Reclassification of Transmission Expense	(0.3)		12.7
Reclassification of Energy Efficiency Expense	3.7		9.6
Western Massachusetts Electric Company [Member]
Reclassification of Transmission Expense	2.1		12.4
Reclassification of Energy Efficiency Expense	$ 6.1		$ 16.5

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REGULATORY ACCOUNTING (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Regulatory Assets Text Block

	As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Deferred Benefit Costs	$	2,374.3	$	1,360.5
Regulatory Assets Offsetting Derivative Liabilities		908.9		939.6
Goodwill (2)		542.6		-
Income Taxes, Net		511.2		425.4
Storm Cost Deferrals		369.5		356.0
Securitized Assets		293.0		101.8
Unrecovered Contractual Obligations		215.8		100.9
Power Contracts Buy Out Agreements		99.3		8.6
Regulatory Tracker Deferrals		132.1		45.9
Asset Retirement Obligations		83.8		47.5
Losses on Reacquired Debt		39.5		24.5
Deferred Environmental Remediation Costs		57.5		38.5
Other Regulatory Assets		28.1		73.6
Total Regulatory Assets	$	5,655.6	$	3,522.8
Less: Current Portion	$	647.6	$	255.1
Total Long-Term Regulatory Assets	$	5,008.0	$	3,267.7

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric(1)		PSNH		WMECO
Deferred Benefit Costs		$	516.7	$	811.9	$	178.1	$	107.6	$	572.8	$	813.7	$	200.0	$	118.9
Regulatory Assets Offsetting
	Derivative Liabilities		891.0		13.8		-		3.7		932.0		3.4		-		7.3
Goodwill (2)			-		465.9		-		-		-		478.9		-		-
Income Taxes, Net			364.1		47.5		36.0		30.2		339.6		48.8		38.0		17.8
Storm Cost Deferrals			255.7		36.9		36.7		40.2		268.3		30.6		44.0		43.7
Securitized Assets			-		246.5		34.2		12.3		-		368.5		76.4		25.4
Unrecovered Contractual Obligations			68.2		24.8		-		16.2		80.9		30.8		-		20.0
Power Contracts Buy Out Agreements			-		91.9		7.4		-		-		109.5		8.6		-
Regulatory Tracker Deferrals			18.9		55.5		21.9		23.1		5.5		61.1		11.9		22.1
Asset Retirement Obligations			29.7		25.8		14.0		3.5		27.9		24.5		13.5		3.2
Losses on Reacquired Debt			13.4		16.3		8.3		0.3		13.9		18.2		9.0		0.3
Deferred Environmental Remediation
	Costs		-		-		9.9		-		-		-		9.7		-
Other Regulatory Assets			27.3		10.9		11.2		11.6		33.1		16.5		17.0		10.0
Total Regulatory Assets		$	2,185.0	$	1,847.7	$	357.7	$	248.7	$	2,274.0	$	2,004.5	$	428.1	$	268.7
Less: Current Portion		$	186.6	$	337.6	$	34.8	$	34.8	$	170.2	$	323.9	$	34.2	$	35.5
Total Long-Term Regulatory Assets		$	1,998.4	$	1,510.1	$	322.9	$	213.9	$	2,103.8	$	1,680.6	$	393.9	$	233.2

Schedule Of Regulatory Liabilities Text Block

Regulatory Liabilities: The components of regulatory liabilities are as follows:
	As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Cost of Removal	$	447.2	$	172.2
Regulatory Tracker Deferrals		171.2		139.1
AFUDC Transmission Incentive		70.2		67.0
Overrecovered Spent Nuclear Fuel Costs and Contractual Obligations		15.4		15.4
Wholesale Transmission Overcollections		1.6		9.6
Other Regulatory Liabilities(2)		82.6		30.6
Total Regulatory Liabilities	$	788.2	$	433.9
Less: Current Portion	$	226.6	$	167.8
Total Long-Term Regulatory Liabilities	$	561.6	$	266.1

		As of September 30, 2012										As of December 31, 2011
				NSTAR									NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P			Electric (1)		PSNH		WMECO
Cost of Removal		$	47.1	$	242.2	$	52.2	$	-	$	63.8		$	235.8	$	53.2	$	7.2
Regulatory Tracker Deferrals			86.3		43.7		16.3		18.2		94.4			11.7		17.3		21.3
AFUDC Transmission Incentive			56.8		4.1		-		9.3		57.7			4.3		-		9.3
Overrecovered Spent Nuclear Fuel
	Costs and Contractual Obligations		15.4		-		-		-		15.4			-		-		-
Wholesale Transmission Overcollections			3.0		-		-		2.6		4.5			-		2.6		9.5
Other Regulatory Liabilities (2)			11.7		51.0		3.3		2.1		11.8			29.7		5.8		2.4
Total Regulatory Liabilities		$	220.3	$	341.0	$	71.8	$	32.2	$	247.6		$	281.5	$	78.9	$	49.7
Less: Current Portion		$	90.2	$	84.5	$	18.4	$	22.5	$	108.3		$	41.6	$	24.5	$	33.1
Total Long-Term Regulatory Liabilities		$	130.1	$	256.5	$	53.4	$	9.7	$	139.3		$	239.9	$	54.4	$	16.6

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PROPERTY, PLANT AND ACCUMULATED DEPRECIATION (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule of Public Utility Property, Plant, and Equipment [Text Block]

4.PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize the NU, CL&P, NSTAR Electric, PSNH and WMECO investments in utility property, plant and equipment:

		As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)		NU		NU
Distribution - Electric		$	11,275.0	$	6,540.4
Distribution - Natural Gas			2,198.4		1,247.6
Transmission			5,127.3		3,541.9
Generation			1,147.3		1,096.0
Electric and Natural Gas Utility			19,748.0		12,425.9
Other (1)			432.9		305.1
Property, Plant and Equipment, Gross			20,180.9		12,731.0
Less: Accumulated Depreciation
	Electric and Natural Gas Utility		(4,990.4)		(3,035.5)
	Other		(166.6)		(120.2)
Total Accumulated Depreciation			(5,157.0)		(3,155.7)
Property, Plant and Equipment, Net			15,023.9		9,575.3
Construction Work in Progress			1,279.9		827.8
Total Property, Plant and Equipment, Net		$	16,303.8	$	10,403.1

(1)These assets are primarily comprised of building improvements at RRR and software and equipment at NUSCO as of September 30, 2012 and December 31, 2011, and telecommunications equipment at NSTAR Communications, Inc.as of September 30, 2012.

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric(1)		PSNH		WMECO
Distribution		$	4,628.1	$	4,465.6	$	1,498.0	$	720.1	$	4,419.6	$	4,334.4	$	1,451.6	$	704.3
Transmission			2,736.3		1,438.2		570.7		361.8		2,689.1		1,386.9		546.4		297.4
Generation			-		-		1,126.1		21.2		-		-		1,074.8		21.2
Property, Plant and
	Equipment, Gross		7,364.4		5,903.8		3,194.8		1,103.1		7,108.7		5,721.3		3,072.8		1,022.9
Less: Accumulated Depreciation			(1,665.4)		(1,524.0)		(935.0)		(252.1)		(1,596.7)		(1,436.0)		(893.6)		(240.5)
Property, Plant and Equipment, Net			5,699.0		4,379.8		2,259.8		851.0		5,512.0		4,285.3		2,179.2		782.4
Construction Work in Progress			370.0		249.0		71.6		406.3		315.4		162.0		77.5		295.4
Total Property, Plant and
	Equipment, Net	$	6,069.0	$	4,628.8	$	2,331.4	$	1,257.3	$	5,827.4	$	4,447.3	$	2,256.7	$	1,077.8

• NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

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REGULATORY ACCOUNTING

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Public Utilities Disclosure [Text Block]

3.       REGULATORY ACCOUNTING

On April 10, 2012, NSTAR's regulated utility subsidiaries, NSTAR Electric and NSTAR Gas, becamesubsidiaries of NU. For NSTAR Electric, certain regulatory asset and liability balances as of December 31, 2011 have been reclassified to the current period presentation in order to align the reporting of regulatory activities subsequent to the closing of the merger. See Note F and Note C, "Regulatory Assets," and Note E and Note B, "Asset Retirement Obligations and Cost of Removal," of the NSTAR and NSTAR Electric 2011 Form 10-Ks, respectively, for further information on specific regulatory assets and liabilities.

NU's Regulated companies continue to be rate-regulated on a cost-of-service basis; therefore, the accounting policies of the Regulated companies apply GAAP applicable to rate-regulated enterprises and historically reflect the effects of the rate-making process.

Management believes it is probable that the Regulated companies will recover their respective investments in long-lived assets, including regulatory assets. If management determined that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to the Regulated companies' operations, or that management could not conclude it is probable that costs would be recovered in future rates, the costs would be charged to net income in the period in which the determination is made.

Regulatory Assets: The components of regulatory assets are as follows:

	As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Deferred Benefit Costs	$	2,374.3	$	1,360.5
Regulatory Assets Offsetting Derivative Liabilities		908.9		939.6
Goodwill (2)		542.6		-
Income Taxes, Net		511.2		425.4
Storm Cost Deferrals		369.5		356.0
Securitized Assets		293.0		101.8
Unrecovered Contractual Obligations		215.8		100.9
Power Contracts Buy Out Agreements		99.3		8.6
Regulatory Tracker Deferrals		132.1		45.9
Asset Retirement Obligations		83.8		47.5
Losses on Reacquired Debt		39.5		24.5
Deferred Environmental Remediation Costs		57.5		38.5
Other Regulatory Assets		28.1		73.6
Total Regulatory Assets	$	5,655.6	$	3,522.8
Less: Current Portion	$	647.6	$	255.1
Total Long-Term Regulatory Assets	$	5,008.0	$	3,267.7

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric(1)		PSNH		WMECO
Deferred Benefit Costs		$	516.7	$	811.9	$	178.1	$	107.6	$	572.8	$	813.7	$	200.0	$	118.9
Regulatory Assets Offsetting
	Derivative Liabilities		891.0		13.8		-		3.7		932.0		3.4		-		7.3
Goodwill (2)			-		465.9		-		-		-		478.9		-		-
Income Taxes, Net			364.1		47.5		36.0		30.2		339.6		48.8		38.0		17.8
Storm Cost Deferrals			255.7		36.9		36.7		40.2		268.3		30.6		44.0		43.7
Securitized Assets			-		246.5		34.2		12.3		-		368.5		76.4		25.4
Unrecovered Contractual Obligations			68.2		24.8		-		16.2		80.9		30.8		-		20.0
Power Contracts Buy Out Agreements			-		91.9		7.4		-		-		109.5		8.6		-
Regulatory Tracker Deferrals			18.9		55.5		21.9		23.1		5.5		61.1		11.9		22.1
Asset Retirement Obligations			29.7		25.8		14.0		3.5		27.9		24.5		13.5		3.2
Losses on Reacquired Debt			13.4		16.3		8.3		0.3		13.9		18.2		9.0		0.3
Deferred Environmental Remediation
	Costs		-		-		9.9		-		-		-		9.7		-
Other Regulatory Assets			27.3		10.9		11.2		11.6		33.1		16.5		17.0		10.0
Total Regulatory Assets		$	2,185.0	$	1,847.7	$	357.7	$	248.7	$	2,274.0	$	2,004.5	$	428.1	$	268.7
Less: Current Portion		$	186.6	$	337.6	$	34.8	$	34.8	$	170.2	$	323.9	$	34.2	$	35.5
Total Long-Term Regulatory Assets		$	1,998.4	$	1,510.1	$	322.9	$	213.9	$	2,103.8	$	1,680.6	$	393.9	$	233.2

• NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.
• Originated from the merger that created NSTAR in 1999, recoverable in rates over the remaining 27 year amortization period.

Storm Costs:On August 1, 2012, PURA issued a final decision in the investigation of CL&P's performance related to both Tropical Storm Irene and the October 2011 snowstorm. The decision identified certain penalties that could be imposed on CL&P during its next rate case, including a reduction in allowed regulatory ROE and the disallowance of certain deferred storm restoration costs. However, PURA will consider and weigh the extent to which CL&P has taken steps in its restructuring of storm management and the establishment of new practices for execution in future storm response in determining any potential penalties. At this time, management cannot estimate the impact on CL&P's financial position, results of operations or cash flows. CL&P continues to believe that its response to these events was prudent, is consistent with industry standards, and that it is probable it will be able to recover its deferred costs.As of September 30, 2012, CL&P had recorded total deferred storm costs relating to Tropical Storm Irene and the October 2011 snowstorm of $284.9 million. The storm cost deferral regulatory asset balance is net of a reserve of $40 million recorded in connection with the Connecticut settlement agreement. See Note 2, "Merger of NU and NSTAR," for further information.

On October 29, 2012, Hurricane Sandy caused extensive damage to NU'selectric distribution system across all three states. It is estimated that approximately 1.5 million of NU's 3.1 million electric distribution customers were without power during or following the storm, with approximately 850,000 of those customers in Connecticut, approximately 472,000 in Massachusetts, and approximately 220,000 in New Hampshire. Restoration costs cannot be estimated at this time. Management expectsthe costs to meet the criteria for specific cost recovery in Connecticut,Massachusetts, and New Hampshire and, as a result, does not expect the storm to have a material impact to the results of operations of CL&P, NSTAR Electric, PSNH or WMECO. Each operating company will seek recovery of these anticipated deferred storm costs through its applicable regulatory recovery process.

Regulatory Costs Not Yet Approved:Additionally, the Regulated companies had $57million ($4.1million for CL&P, $24.4million for NSTAR Electric, $23.4million for PSNH and $1.6million for WMECO) and $32.4 million ($5million for CL&P, $22.4million for PSNH and $1.6million for WMECO) of regulatory costs as of September 30, 2012 and December 31, 2011, respectively, which were included in Other Long-Term Assets on the accompanying unaudited condensed consolidated balance sheets. For comparative purposes, NSTAR Electric had $9.5 million of such regulatory costs as of December 31, 2011. These amounts represent incurred costs that have not yet been approved for recovery by the applicable regulatory agency. Management believes it is probable that these costs will be recovered in future cost-of-service regulated rates.

Regulatory Liabilities: The components of regulatory liabilities are as follows:
	As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Cost of Removal	$	447.2	$	172.2
Regulatory Tracker Deferrals		171.2		139.1
AFUDC Transmission Incentive		70.2		67.0
Overrecovered Spent Nuclear Fuel Costs and Contractual Obligations		15.4		15.4
Wholesale Transmission Overcollections		1.6		9.6
Other Regulatory Liabilities(2)		82.6		30.6
Total Regulatory Liabilities	$	788.2	$	433.9
Less: Current Portion	$	226.6	$	167.8
Total Long-Term Regulatory Liabilities	$	561.6	$	266.1

		As of September 30, 2012										As of December 31, 2011
				NSTAR									NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P			Electric (1)		PSNH		WMECO
Cost of Removal		$	47.1	$	242.2	$	52.2	$	-	$	63.8		$	235.8	$	53.2	$	7.2
Regulatory Tracker Deferrals			86.3		43.7		16.3		18.2		94.4			11.7		17.3		21.3
AFUDC Transmission Incentive			56.8		4.1		-		9.3		57.7			4.3		-		9.3
Overrecovered Spent Nuclear Fuel
	Costs and Contractual Obligations		15.4		-		-		-		15.4			-		-		-
Wholesale Transmission Overcollections			3.0		-		-		2.6		4.5			-		2.6		9.5
Other Regulatory Liabilities (2)			11.7		51.0		3.3		2.1		11.8			29.7		5.8		2.4
Total Regulatory Liabilities		$	220.3	$	341.0	$	71.8	$	32.2	$	247.6		$	281.5	$	78.9	$	49.7
Less: Current Portion		$	90.2	$	84.5	$	18.4	$	22.5	$	108.3		$	41.6	$	24.5	$	33.1
Total Long-Term Regulatory Liabilities		$	130.1	$	256.5	$	53.4	$	9.7	$	139.3		$	239.9	$	54.4	$	16.6

• NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.
• Other Regulatory Liabilities include amounts that are subject to various rate reconciling mechanisms that, as of each period end date, would result in refunds to customers.

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DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Text Block

		As of September 30, 2012
		Commodity Supply and		Collateral		Net Amount Recorded as
(Millions of Dollars)		Price Risk Management		and Netting (1)		Derivative Asset/(Liability) (2)
Current Derivative Assets:
Level 2:
	PSNH	$	0.6	$	-	$	0.6
	Other		2.4		(0.3)		2.1
Level 3:
	CL&P		17.9		(12.1)		5.8
	Other		4.8		-		4.8
Total Current Derivative Assets		$	25.7	$	(12.4)	$	13.3
Long-Term Derivative Assets:
Level 3:
	CL&P	$	164.0	$	(72.0)	$	92.0
	Other		1.3		-		1.3
Total Long-Term Derivative Assets		$	165.3	$	(72.0)	$	93.3
Current Derivative Liabilities:
Level 2:
	Other	$	(17.5)	$	1.7	$	(15.8)
Level 3:
	CL&P		(97.5)		-		(97.5)
	NSTAR Electric		(0.6)		-		(0.6)
Total Current Derivative Liabilities		$	(115.6)	$	1.7	$	(113.9)
Long-Term Derivative Liabilities:
Level 2:
	Other	$	(4.3)	$	-	$	(4.3)
Level 3:
	CL&P		(891.2)		-		(891.2)
	NSTAR Electric		(13.2)		-		(13.2)
	WMECO		(3.7)		-		(3.7)
Total Long-Term Derivative Liabilities		$	(912.4)	$	-	$	(912.4)

		As of December 31, 2011
		Commodity Supply and		Collateral		Net Amount Recorded as
(Millions of Dollars)		Price Risk Management		and Netting (1)		Derivative Asset/(Liability) (2)
Current Derivative Assets:
Level 3:
	CL&P	$	17.9	$	(11.6)	$	6.3
	Other		4.7		-		4.7
Total Current Derivative Assets (3)		$	22.6	$	(11.6)	$	11.0
Long-Term Derivative Assets:
Level 3:
	CL&P	$	174.2	$	(80.4)	$	93.8
	Other		4.6		-		4.6
Total Long-Term Derivative Assets		$	178.8	$	(80.4)	$	98.4
Current Derivative Liabilities:
Level 3:
	CL&P	$	(95.9)	$	-	$	(95.9)
	WMECO		(0.1)		-		(0.1)
	Other		(16.1)		4.5		(11.6)
Total Current Derivative Liabilities		$	(112.1)	$	4.5	$	(107.6)
Long-Term Derivative Liabilities:
Level 3:
	CL&P	$	(935.8)	$	-	$	(935.8)
	WMECO		(7.2)		-		(7.2)
	Other		(17.3)		0.4		(16.9)
Total Long-Term Derivative Liabilities (4)		$	(960.3)	$	0.4	$	(959.9)

Schedule Of Derivative Instruments Gain Loss In Statement Of Financial Performance Text Block

		Amounts Recognized on Derivatives
Location of Amounts		For the Three Months Ended				For the Nine Months Ended
Recognized on Derivatives		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)
NU
Balance Sheet:
	Regulatory Assets	$	11.7	$	(47.7)	$	(25.0)	$	(92.8)
Statement of Income:
	Purchased Power, Fuel and Transmission		0.2		0.3		(0.8)		1.0

Schedule Of Credit Risk Contingent Features [Table Text Block]

As of September 30, 2012

As of December 31, 2011

Additional

Additional

Fair Value

Collateral Required

Fair Value

Collateral Required

Subject to Credit

Cash

If Downgraded

Subject to Credit

Cash

If Downgraded

Risk Contingent

Collateral

Below Investment

Risk Contingent

Collateral

Below Investment

(Millions of Dollars)

Features

Posted

Grade

Features

Posted

Grade

NU

$

(15.8)

$

1.3

$

15.7

$

(23.5)

$

4.1

$

19.9

Rollforward Of Net Derivative Asset Liabilities Valued Using Unobservable Inputs

		For the Three Months Ended				For the Nine Months Ended
		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)		NU		NU		NU		NU
Derivatives, Net:
Fair Value as of Beginning of Period		$	(932.1)	$	(886.2)	$	(962.2)	$	(840.2)
Increase due to Merger with NSTAR			-		-		(5.4)		-
Transfer to Level 2			-		-		32.2		-
Net Realized/Unrealized Gains/(Losses) Included in:
	Net Income (2)		(0.2)		0.3		7.2		1.0
	Regulatory Assets		8.5		(47.9)		(30.1)		(93.0)
Settlements			21.5		17.7		56.0		16.1
Fair Value as of End of Period		$	(902.3)	$	(916.1)	$	(902.3)	$	(916.1)

		For the Three Months Ended
		September 30, 2012						September 30, 2011
(Millions of Dollars)		CL&P		NSTAR Electric		WMECO		CL&P		NSTAR Electric (1)
Derivatives, Net:
Fair Value as of Beginning of Period		$	(910.7)	$	(15.8)	$	(13.5)	$	(858.7)	$	(1.0)
Net Realized/Unrealized Gains/(Losses)
	Included in Regulatory Assets		(2.8)		1.4		9.8		(47.9)		(1.2)
Settlements			22.6		0.6		-		15.5		0.6
Fair Value as of End of Period		$	(890.9)	$	(13.8)	$	(3.7)	$	(891.1)	$	(1.6)
		For the Nine Months Ended
		September 30, 2012						September 30, 2011
(Millions of Dollars)		CL&P		NSTAR Electric (1)		WMECO		CL&P		NSTAR Electric (1)
Derivatives, Net:
Fair Value as of Beginning of Period		$	(931.6)	$	(3.4)	$	(7.3)	$	(806.1)	$	(2.4)
Net Realized/Unrealized Gains/(Losses)
	Included in Regulatory Assets		(23.8)		(13.2)		3.6		(92.9)		(1.3)
Settlements			64.5		2.8		-		7.9		2.1
Fair Value as of End of Period		$	(890.9)	$	(13.8)	$	(3.7)	$	(891.1)	$	(1.6)

FairValueInputsLiabilitiesQuantitativeInformationTableTextBlock

	Range	Period Covered
Energy Prices:
NU	$41 - $90 per MWh	2017 - 2028
CL&P	$47 - $55 per MWh	2017 - 2020
WMECO	$41 - $90 per MWh	2017 - 2028
Capacity Prices:
NU	$1.40 - $10.53 per kW-Month	2016 - 2028
CL&P	$1.40 - $9.51 per kW-Month	2016 - 2026
NSTAR Electric	$1.40 - $10.18 per kW-Month	2016 - 2027
WMECO	$1.40 - $10.53 per kW-Month	2016 - 2028
Forward Reserve:
NU, CL&P	$0.35 - $0.90 per kW-Month	2013 - 2024
REC Prices:
NU	$25 - $85 per REC	2012 - 2028
NSTAR Electric	$25 - $63 per REC	2012 - 2017
WMECO	$25 - $85 per REC	2013 - 2028

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COMMON SHARES (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule of Stock by Class [Text Block]

12.       COMMON SHARES

The following table sets forth the NU common shares and the shares of CL&P, NSTAR Electric, PSNH and WMECO common stock authorized and issued as of September 30, 2012 and December 31, 2011 and the respective par values:

	Shares
	Authorized				Issued
	Per Share		As of September 30, 2012
	Par Value		and December 31, 2011		As of September 30, 2012		As of December 31, 2011
NU	$	5		380,000,000		332,471,514		196,052,770
CL&P	$	10		24,500,000		6,035,205		6,035,205
NSTAR Electric	$	1		100,000,000		100		100
PSNH	$	1		100,000,000		301		301
WMECO	$	25		1,072,471		434,653		434,653

As a result of the merger with NSTAR on April 10, 2012, NU issued approximately 136 million common shares to the NSTAR shareholders.

As of September 30, 2012 and December 31, 2011,18,568,240and 18,894,078 NU common shares were held as treasury shares, respectively.

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ (932.1)	$ (886.2)	$ (962.2)	$ (840.2)
Net Realized/Unrealized Gains Losses included in Net Income	(0.2)	0.3	7.2	1.0
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Liability Gain Loss Included In Reg Asset Liability	8.5	(47.9)	(30.1)	(93.0)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	21.5	17.7	56.0	16.1
Ending Balance	(902.3)	(916.1)	(902.3)	(916.1)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3			32.2
Derivative Liability Recorded at Merger Date	5.4		5.4
The Connecticut Light And Power Company [Member]
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	(910.7)	(858.7)	(931.6)	(806.1)
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Liability Gain Loss Included In Reg Asset Liability	(2.8)	(47.9)	(23.8)	(92.9)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	22.6	15.5	64.5	7.9
Ending Balance	(890.9)	(891.1)	(890.9)	(891.1)
Western Massachusetts Electric Company [Member]
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	(13.5)		(7.3)
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Liability Gain Loss Included In Reg Asset Liability	9.8		3.6
Ending Balance	(3.7)		(3.7)
NSTAR Electric Company [Member]
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	(15.8)	(1.0)	(3.4)	(2.4)
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Asset Liability Gain Loss Included In Reg Asset Liability	1.4	(1.2)	(13.2)	(1.3)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	0.6	0.6	2.8	2.1
Ending Balance	$ (13.8)	$ (1.6)	$ (13.8)	$ (1.6)

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Cash	$ 73,449	$ 6,559
Receivables, Net	773,415	488,002
Unbilled Revenues	182,643	175,207
Fuel, Materials and Supplies	267,281	248,958
Regulatory Assets Current	647,615	255,144
Marketable Securities - Current	81,618	70,970
Prepayments and Other Current Assets	112,965	112,632
Total Current Assets	2,138,986	1,357,472
Property, Plant and Equipment, Net	16,303,805	10,403,065
Deferred Debits and Other Assets:
Regulatory Assets Long Term	5,008,034	3,267,710
Goodwill	3,518,454	287,591
Marketable Securities	394,207	60,311
Derivative Assets Noncurrent	93,256	98,357
Other Long-Term Assets	300,820	172,560
Total Deferred Debits and Other Assets	9,314,771	3,886,529
Total Assets	27,757,562	15,647,066
Current Liabilities:
Notes Payable to Banks	1,359,250	317,000
Long-Term Debt - Current Portion	879,746	331,582
Accounts Payable - Current	542,691	633,282
Regulatory Liability Current	226,606	167,844
Derivative Liabilities - Current	113,907	107,558
Other Liabilities - Current	678,523	390,416
Total Current Liabilities	3,800,723	1,947,682
Rate Reduction Bonds	101,347	112,260
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	3,429,538	1,868,316
Regulatory Liabilities Long-Term	561,555	266,145
Long-Term Derivative Liabilities	912,352	959,876
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	2,015,649	1,326,037
Other Long-Term Liabilities	871,428	420,011
Total Deferred Credits and Other Liabilities	7,790,522	4,840,385
Capitalization:
Long-Term Debt	6,732,536	4,614,913
Noncontrolling Interest in Consolidated Subsidiary:
Preferred Stock Not Subject to Mandatory Redemption	155,568	116,200
Common Shareholders' Equity:
Common Stock	1,662,358	980,264
Capital Surplus, Paid In	6,183,715	1,797,884
Retained Earnings	1,735,690	1,651,875
Accumulated Other Comprehensive Loss	(64,209)	(70,686)
Treasury Stock	(340,688)	(346,667)
Noncontrolling Interest	0	2,956
Common Shareholders' Equity	9,176,866	4,012,670
Total Equity	9,176,866	4,015,626
Total Capitalization	16,064,970	8,746,739
Total Liabilities and Capitalization	27,757,562	15,647,066
The Connecticut Light And Power Company [Member]
Current Assets:
Cash	6,570	1
Receivables, Net	322,159	295,028
Accounts Receivable from Affiliated Companies	1,678	1,548
Unbilled Revenues	75,246	94,995
Regulatory Assets Current	186,594	170,197
Materials and Supplies	61,704	61,102
Prepayments and Other Current Assets	53,239	53,920
Total Current Assets	707,190	676,791
Property, Plant and Equipment, Net	6,069,033	5,827,384
Deferred Debits and Other Assets:
Regulatory Assets Long Term	1,998,426	2,103,830
Derivative Assets Noncurrent	91,989	93,755
Other Long-Term Assets	92,712	89,636
Total Deferred Debits and Other Assets	2,183,127	2,287,221
Total Assets	8,959,350	8,791,396
Current Liabilities:
Notes Payable to Banks	0	31,000
Notes Payable To Affiliated Companies	372,800	58,525
Long-Term Debt - Current Portion	241,400	62,000
Accounts Payable - Current	195,315	340,321
Accounts Payable to Affiliated Companies	41,804	53,439
Obligations to Third Party Suppliers	69,222	67,967
Accrued Taxes	72,670	59,046
Regulatory Liability Current	90,208	108,291
Derivative Liabilities - Current	97,536	95,881
Other Liabilities - Current	84,529	102,065
Total Current Liabilities	1,265,484	978,535
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,329,397	1,215,989
Regulatory Liabilities Long-Term	130,116	139,307
Long-Term Derivative Liabilities	891,160	935,849
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	245,860	260,571
Other Long-Term Liabilities	198,083	215,640
Total Deferred Credits and Other Liabilities	2,794,616	2,767,356
Capitalization:
Long-Term Debt	2,342,806	2,521,753
Noncontrolling Interest in Consolidated Subsidiary:
Preferred Stock Not Subject to Mandatory Redemption	116,200	116,200
Common Shareholders' Equity:
Common Stock	60,352	60,352
Capital Surplus, Paid In	1,614,699	1,613,503
Retained Earnings	767,097	735,948
Accumulated Other Comprehensive Loss	(1,904)	(2,251)
Common Shareholders' Equity	2,440,244	2,407,552
Total Capitalization	4,899,250	5,045,505
Total Liabilities and Capitalization	8,959,350	8,791,396
Public Service Company Of New Hampshire [Member]
Current Assets:
Cash	3,095	56
Receivables, Net	97,815	87,545
Accounts Receivable from Affiliated Companies	1,025	1,294
Notes Receivable from Affiliated Companies	0	55,900
Unbilled Revenues	34,701	45,403
Fuel, Materials and Supplies	100,135	124,744
Regulatory Assets Current	34,767	34,178
Prepayments and Other Current Assets	21,018	35,261
Total Current Assets	292,556	384,381
Property, Plant and Equipment, Net	2,331,370	2,256,688
Deferred Debits and Other Assets:
Regulatory Assets Long Term	322,896	393,941
Other Long-Term Assets	74,261	81,531
Total Deferred Debits and Other Assets	397,157	475,472
Total Assets	3,021,083	3,116,541
Current Liabilities:
Notes Payable To Affiliated Companies	44,200
Accounts Payable - Current	61,498	106,377
Accounts Payable to Affiliated Companies	15,129	18,895
Accrued Interest	14,205	9,670
Regulatory Liability Current	18,373	24,500
Renewableportfoliostandardscomplianceobligation	13,273	12,089
Other Liabilities - Current	35,040	24,408
Total Current Liabilities	201,718	195,939
Rate Reduction Bonds	44,103	85,368
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	432,395	392,712
Regulatory Liabilities Long-Term	53,418	54,415
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	168,766	258,718
Other Long-Term Liabilities	47,936	53,304
Total Deferred Credits and Other Liabilities	702,515	759,149
Capitalization:
Long-Term Debt	997,879	997,722
Common Shareholders' Equity:
Common Stock	0
Capital Surplus, Paid In	700,841	700,285
Retained Earnings	383,961	388,910
Accumulated Other Comprehensive Loss	(9,934)	(10,832)
Common Shareholders' Equity	1,074,868	1,078,363
Total Capitalization	2,072,747	2,076,085
Total Liabilities and Capitalization	3,021,083	3,116,541
Western Massachusetts Electric Company [Member]
Current Assets:
Cash	536	1
Receivables, Net	50,950	42,757
Accounts Receivable from Affiliated Companies	294	633
Notes Receivable from Affiliated Companies	0	11,000
Unbilled Revenues	13,261	16,277
Regulatory Assets Current	34,839	35,520
Marketable Securities - Current	18,375	26,335
Prepayments and Other Current Assets	6,700	8,719
Total Current Assets	124,955	141,242
Property, Plant and Equipment, Net	1,257,318	1,077,833
Deferred Debits and Other Assets:
Regulatory Assets Long Term	213,928	233,247
Marketable Securities	39,259	30,794
Other Long-Term Assets	21,911	19,777
Total Deferred Debits and Other Assets	275,098	283,818
Total Assets	1,657,371	1,502,893
Current Liabilities:
Notes Payable To Affiliated Companies	172,500	0
Long-Term Debt - Current Portion	55,000	0
Accounts Payable - Current	61,508	111,566
Accounts Payable to Affiliated Companies	7,042	10,626
Regulatory Liability Current	22,479	33,056
Other Liabilities - Current	23,149	20,755
Total Current Liabilities	341,678	176,003
Rate Reduction Bonds	13,751	26,892
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	285,881	244,511
Regulatory Liabilities Long-Term	9,708	16,597
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	25,516	29,546
Other Long-Term Liabilities	43,382	47,498
Total Deferred Credits and Other Liabilities	364,487	338,152
Capitalization:
Long-Term Debt	444,706	499,545
Common Shareholders' Equity:
Common Stock	10,866	10,866
Capital Surplus, Paid In	340,329	340,115
Retained Earnings	145,483	115,506
Accumulated Other Comprehensive Loss	(3,929)	(4,186)
Common Shareholders' Equity	492,749	462,301
Total Capitalization	937,455	961,846
Total Liabilities and Capitalization	1,657,371	1,502,893
NSTAR Electric Company [Member]
Current Assets:
Cash	11,734	9,373
Receivables, Net	248,648	232,828
Accounts Receivable from Affiliated Companies	146,884	389,652
Unbilled Revenues	50,465	40,380
Regulatory Assets Current	337,575	323,871
Prepayments and Other Current Assets	25,278	37,134
Total Current Assets	820,584	1,033,238
Property, Plant and Equipment, Net	4,628,823	4,447,258
Deferred Debits and Other Assets:
Regulatory Assets Long Term	1,510,087	1,680,595
Other Long-Term Assets	58,036	78,273
Total Deferred Debits and Other Assets	1,568,123	1,758,868
Total Assets	7,017,530	7,239,364
Current Liabilities:
Notes Payable to Banks	261,000	141,500
Long-Term Debt - Current Portion	1,650	400,688
Accounts Payable - Current	116,885	150,581
Accounts Payable to Affiliated Companies	229,849	514,377
Deferred Tax Liabilities Current	84,411	101,819
Regulatory Liability Current	84,476	41,579
Other Liabilities - Current	152,948	103,634
Total Current Liabilities	931,219	1,454,178
Rate Reduction Bonds	43,493	127,860
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,317,168	1,310,180
Regulatory Liabilities Long-Term	256,542	239,858
Other Long-Term Liabilities	180,395	195,606
Defined Benefit Pension Plan, Liabilities, Noncurrent	375,422	357,685
Due to Related Parties, Noncurrent	70,569	75,905
Total Deferred Credits and Other Liabilities	2,200,096	2,179,234
Capitalization:
Long-Term Debt	1,601,959	1,203,344
Noncontrolling Interest in Consolidated Subsidiary:
Preferred Stock Not Subject to Mandatory Redemption	43,000	43,000
Common Shareholders' Equity:
Common Stock	0	0
Capital Surplus, Paid In	992,625	992,625
Retained Earnings	1,205,138	1,239,123
Common Shareholders' Equity	2,197,763	2,231,748
Total Capitalization	3,842,722	3,478,092
Total Liabilities and Capitalization	$ 7,017,530	$ 7,239,364

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Restricted Cash (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Restricted Cash And Cash Equivalents	$ 10.3	$ 17.9
Cash Collateral Posted	19.9	10.9
Public Service Company Of New Hampshire [Member]
Restricted Cash And Cash Equivalents	7.4	7.0
Cash Collateral Posted	3.0
The Connecticut Light And Power Company [Member]
Restricted Cash And Cash Equivalents	1.4	9.4
Cash Collateral Posted	2.0
NSTAR Electric Company [Member]
Cash Collateral Posted	$ 0.5

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Significant Accounting Policies [Text Block]

NU, CL&P, NSTAR Electric, and PSNH had $19.9million, $2 million, $0.5million and $3 million, respectively, of cash collateral posted not subject to master netting agreements, primarily with ISO-NE, as of September 30, 2012. There was no cash posted with ISO-NE and $10.9 million posted with other counterparties as of December 31, 2011.

NORTHEAST UTILITIES AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout the combined notes to the unaudited condensed consolidated financial statements.

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.Basis of Presentation

NU is a public utility holding company primarily engaged through its wholly owned regulated utility subsidiaries in the energy delivery business. NU's wholly owned regulated utility subsidiaries included CL&P, PSNH, WMECO and Yankee Gas prior to NU's merger with NSTAR. On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR and NSTAR (through a successor, NSTAR LLC) became a direct wholly owned subsidiary of NU. NSTAR Electric and NSTAR Gas, NSTAR LLC's regulated utility subsidiaries, are now also wholly owned subsidiaries of NU. NU provides energy delivery service to approximately 3.5 million electric and natural gas customers through six regulated utilities in Connecticut, Massachusetts and New Hampshire. NU's consolidated financial information includes NSTAR LLC and its subsidiaries' results of operations from April 10, 2012 through September 30, 2012.See Note2, "Merger of NU and NSTAR," for further information regarding the merger.

NSTAR Electric continues to maintain reporting requirements as an SEC registrant. The information disclosed for NSTAR Electric represents the results of operations of the entity for the three and nine months ended September 30, 2012 and 2011 and the financial position as of September 30, 2012 and December31, 2011, presented on a comparable basis. NU did not apply "push-down accounting" to NSTAR Electric, whereby the adjustments of assets and liabilities to fair value and the resultant goodwill would be shown on the financial statements of the acquired subsidiary.

The combined notes to consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q, the first and second quarter 2012 combined Quarterly Reports on Form 10-Q of NU, the first quarter 2012 Quarterly Report on Form 10-Q for NSTAR Electric, the 2011 combined Annual Report on Form 10-K of NU, CL&P, PSNH and WMECO (NU 2011 Form 10-K), the 2011 Annual Report on Form 10-K of NSTAR (NSTAR 2011 Form 10-K) and the 2011 Annual Report on Form 10-K of NSTAR Electric (NSTAR Electric 2011 Form 10-K), which were filed with the SEC.

The accompanying unaudited condensed consolidated financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly NU's and the above companies' financial positions as of September 30, 2012 and December 31, 2011, the results of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011, and cash flows for the nine months ended September 30, 2012 and 2011. The results of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011 and the cash flows for the nine months ended September 30, 2012 and 2011 are not necessarily indicative of the results expected for a full year. The demand for electricity and natural gas is affected by weather conditions, economic conditions, and consumer conservation behavior. Electric energy sales and revenues are typically higher in the winter and summer months than in the spring and fall months. Natural gas sales and revenues are typically higher in the winter months than during other periods of the year.

The unaudited condensed consolidated financial statements of NU, CL&P, NSTAR Electric, PSNH and WMECO include the accounts of all their respective subsidiaries. Intercompany transactions have been eliminated in consolidation.

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

On April 10, 2012, upon consummation of the merger with NSTAR, NSTAR Electric's ownership in CYAPC and YAEC combined with CL&P's, PSNH's and WMECO's respective ownership interests in CYAPC and YAEC totaled greater than 50 percent, requiring NU to consolidate CYAPC and YAEC. The investment in CYAPC and YAEC had previously been accounted for under the equity method by NU. The consolidation of CYAPC and YAEC results in NU recording nuclear decommissioning trust marketable securities of $324.9 million, regulatory assets of $212.9 million, long-term debt associated with the long-term fuel disposal liabilities of $179.5 million, net accumulated deferred income tax liability of $58.8 million and asset retirement obligations related to decommissioning activity of $292.9 million as of September 30, 2012. At the NU consolidated level, intercompany transactions between CL&P, NSTAR Electric, PSNH and WMECO and CYAPC and YAEC have been eliminated in consolidation. For CL&P, NSTAR Electric, PSNH and WMECO, the investment in CYAPC and YAEC continue to be accounted for under the equity method.

On April 10, 2012, upon consummation of the merger with NSTAR, an NSTAR subsidiary that owned 25 percent of NPTwas merged into NUTV, resulting in NUTV owning 100 percent of NPT. Accordingly, 100 percent ownership of NPT was reflected in Common Shareholders' Equity as of September 30, 2012 on the accompanying unaudited condensed consolidated balance sheet. See Note 2, "Merger of NU and NSTAR," and Note 13, "Common Shareholders' Equity and Noncontrolling Interests," for further information.

Certain prior period amounts in NSTAR Electric's accompanying unaudited condensed consolidated balance sheet, statements of income and cash flows have been reclassified between line items for comparative purposes and in order to conform to NU's presentation. The reclassifications did not affect NSTAR Electric's net income.

Certain changes in classification and corresponding reclassifications of prior period data were made in the accompanying unaudited condensed consolidated balance sheets and statements of income for NU, CL&P, PSNH and WMECO and statements of cash flows for NU, CL&P and WMECO to conform to current period presentation.The unaudited condensed consolidated statements of income reflect the reclassification of transmission expenses from Other Operating Expenses, as originally reported, to Purchased Power, Fuel and Transmission and the reclassification of energy efficiency expenses primarily from Other Operating Expenses, as originally reported, to Energy Efficiency Programs. In addition, Other Operating Expenses and Maintenance, as originally reported, were combined and are reported in aggregate as Operations and Maintenance. These reclassifications were made for comparative purposes to conform to the current period's presentation. The reclassifications on the statements of income were as follows:

	Transmission Expense				Energy Efficiency Expense
	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
(Millions of Dollars)	September 30, 2011		September 30, 2011		September 30, 2011		September 30, 2011
NU	$	6.3	$	71.1	$	35.3	$	99.7
CL&P		8.7		48.5		24.9		69.6
PSNH		(0.3)		12.7		3.7		9.6
WMECO		2.1		12.4		6.1		16.5

Effective January 1, 2012, NSTAR Electric increased its estimates with respect to the allowance for doubtful accounts, incurred but not reported claims on medical benefits, general and workers' compensation liabilities and various compensation accruals. The total aggregate impact of these increases in estimates to NSTAR Electric's accompanying unaudited condensed consolidated statements was$11.4 million, after-tax, for the first quarter and first nine months of 2012.

NU evaluates events and transactions that occur after the balance sheet date but before financial statements are issued and recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the balance sheet date and discloses, but does not recognize, in the financial statements subsequent events that provide evidence about the conditions that arose after the balance sheet date but before the financial statements are issued. See Note 17, "Subsequent Events," for further information.

B.       Recently Adopted Accounting Standards

In the first quarter of 2012, NU adopted the Financial Accounting Standards Board's (FASB) final Accounting Standards Update (ASU) on fair value measurement. The ASU did not have an impact on NU's financial position, results of operations or cash flows, but required additional financial statement disclosures related to fair value measurements. For further information, see Note 5, "Derivative Instruments."

In the first quarter of 2012, NU adopted the FASB's final ASU on testing goodwill for impairment. The ASU provides the election to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value; if so, quantitative testing is required. The ASU does not change existing guidance relating to when an entity should test goodwill for impairment or the methodology to be utilized in performing quantitative testing. NU has not and does not currently intend to utilize the election provided by this ASU.

In the first quarter of 2012, NU adopted the FASB's final ASU on the presentation of comprehensive income. The ASU does not change existing guidance on which items should be presented in other comprehensive income but requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statement of net income. The ASU did not affect the calculation of net income, comprehensive income or EPS.The ASU did not have an impact on NU's financial position, results of operations or cash flows.

C.       Restricted Cash and Special Deposits

As of September 30, 2012, NU, CL&P and PSNH had $10.3million, $1.4million, and $7.4million, respectively, of restricted cash, primarily relating to amounts held in escrow, insurance proceeds on bondable property at PSNH, and amounts related to the sale of land and propane equipment, which were included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheets. As of December 31, 2011, these amounts for NU, CL&P and PSNH were $17.9 million, $9.4 million, and $7 million, respectively.

D.       Provision for Uncollectible Accounts

NU, including CL&P, NSTAR Electric, PSNH and WMECO, maintains a provision for uncollectible accounts receivables at an estimated net realizable value. This provision is determined based upon a variety of factors, including applying an estimated uncollectible account percentage to each receivable aging category, based upon historical collection and write-off experience and management's assessment of collectibility from individual customers. Management reviews the collectibility of the receivables, and if circumstances change, collectibility estimates are adjusted accordingly. Receivable balances are written off against the provision for uncollectible accounts when the accounts are terminated and these balances are deemed to be uncollectible.

The provision for uncollectible accounts, which is included in Receivables, Net on the accompanying unaudited condensed consolidated balance sheets, is as follows:

(Millions of Dollars)	As of September 30, 2012		As of December 31, 2011 (1)
NU	$	91.7	$	34.9
CL&P		11.2		14.8
NSTAR Electric		45.1		27.1
PSNH		9.5		7.2
WMECO		3.5		4.6

• NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

E.Fair Value Measurements

NU, including CL&P, NSTAR Electric, PSNH, and WMECO, applies fair value measurement guidance to derivative contracts recorded at fair value and to the marketable securities held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC's and YAEC'snuclear decommissioning trusts. Fair value measurement guidance is also applied to investment valuations used to calculate the funded status of NU'sPension and PBOP Plans, including NSTAR Electric's Pension Plan.

Fair Value Hierarchy: In measuring fair value, NU uses observable market data when available and minimizes the use of unobservable inputs. Inputs used in fair value measurements are categorized into three fair value hierarchy levels for disclosure purposes. The entire fair value measurement is categorized based on the lowest level of input that is significant to the fair value measurement. NU evaluates the classification of assets and liabilities measured at fair value on a quarterly basis, and NU's policy is to recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. The three levels of the fair value hierarchy are described below:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs are observable.

Level 3 - Quoted market prices are not available. Fair value is derived from valuation techniques in which one or more significant inputs or assumptions are unobservable. Where possible, valuation techniques incorporate observable market inputs that can be validated to external sources such as industry exchanges, including prices of energy and energy-related products.

Determination of Fair Value: The valuation techniques and inputs used in NU's fair value measurements are described in Note 5, "Derivative Instruments," Note 6, "Marketable Securities," and Note11, "Fair Value of Financial Instruments.

F.       Other Income, Net

Items included within Other Income, Net on the accompanying unaudited condensed consolidated statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds and equity in earnings. For CL&P, NSTAR Electric, PSNH and WMECO, equity in earnings relate to investments in CYAPC, YAEC and MYAPC accounted for on the equity method. On an NU consolidated basis, equity in earnings relate to the investment in MYAPC and NU's investment in two regional transmission companies.

G.       Other Taxes

Gross receipts taxes levied by the state of Connecticut are collected by CL&P and Yankee Gas from their respective customers. These gross receipts taxes are shown on a gross basis with collections in Operating Revenues and payments in Taxes Other Than Income Taxes on the accompanying unaudited condensed consolidated statements of income as follows:

	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
NU	$	36.4	$	35.0	$	102.0	$	105.8
CL&P		34.4		33.0		91.5		93.2

Certain sales taxes are also collected by CL&P, NSTAR Electric, WMECO, Yankee Gas and NSTAR Gas from their respective customers as agents for state and local governments and are recorded on a net basis with no impact on the accompanying unaudited condensed consolidated statements of income.

H.       Supplemental Cash Flow Information

Non-cash investing activities include plant additions included in Accounts Payable as follows:

(Millions of Dollars)	As of September 30, 2012		As of September 30, 2011 (1)
NU	$	139.9	$	121.7
CL&P		45.9		22.1
NSTAR Electric		21.5		29.4
PSNH		20.1		32.4
WMECO		35.1		45.8

• NSTAR Electric amounts are not included in NU consolidated as ofSeptember 30, 2011.

In February 2012, CL&P provided approximately $27 million of bill credits to its residential customers who remained without power after noon on November 5, 2011 as a result of the October 2011 snowstorm. This disbursement is reflected as a use of cash and recorded in Other Current Assets and Liabilities, Net on the accompanying unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2012 for CL&P and NU.

The merger of NU with NSTAR on April 10, 2012 represented a significant non-cash transaction. Refer to Note 2,"Merger of NU and NSTAR," for further information on the purchase price of NSTAR.

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LONG-TERM DEBT (Details)	9 Months Ended
	Sep. 30, 2012
Debt Instrument [Line Items]
Long-term Debt, Description	8.        LONG-TERM DEBT (NU, CL&P, NSTAR Electric, WMECO) On March 22, 2012, NU parent issued $300 million of floating rate Series D Senior Notes with a maturity date of September 20, 2013. The notes have a coupon rate based on the three-month LIBOR rate plus a credit spread of 0.75 percent and will reset quarterly. The notes had an interest rate of 1.13 percent as of September 30, 2012. The proceeds, net of issuance expenses, were used to repay at maturity the NU parent $263 million Series A Senior Notes that matured on April 1, 2012, to repay short-term borrowings outstanding under the NU parent Credit Agreement and for other general corporate purposes. The indenture under which the bonds were issued requires NU to comply with certain covenants as are customarily included in such indentures. On April 2, 2012, CL&P remarketed $62 million of tax-exempt PCRBs for a three-year period. The PCRBs, which mature on May 1, 2031, carry a coupon rate of 1.55 percent during the current three-year fixed rate period and are subject to mandatory tender for purchase on April 1, 2015. On April 2, 2012, NU parent repaid its $263 million 7.25 percent Series A Senior Notes that matured on April 1, 2012 with the proceeds from the issuance of floating rate Series D Senior Notes issued on March 22, 2012. In addition, as a result of consolidating CYAPC and YAEC, NU has consolidated $179.5 million in additional spent nuclear fuel obligations as of September 30, 2012. The spent nuclear fuel obligation is payable to the DOE at any time prior to the first delivery to the DOE of spent nuclear fuel and radio-active waste used to generate electricity prior to April 7, 1983. Until payment is made to the DOE, the outstanding liability will continue to accrue interest at the 3-month Treasury bill yield rate. NU, including CL&P, NSTAR Electric, PSNH and WMECO, was in compliance with all its debt covenants as of September 30, 2012. On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million. The PCRBs carried coupons that ranged from 5.85 percent to 5.95 percent and maturities that ranged from 2016 through 2028. On October 1, 2012, WMECO redeemed at par $53.8 million of tax-exempt PCRBs. The PCRBs had a maturity date of 2028 and a coupon of 5.85 percent. On October 4, 2012, WMECO issued at a premium $150 million of senior unsecured notes at a yield of 2.673 percent that will mature on September 15, 2021. The senior unsecured notes are part of the same series of WMECO’s existing 3.5 percent coupon Series F Notes that were initially issued in September 2011. As a result, the aggregate principal amount of WMECO’s outstanding Series F Notes totaled $250 million. On October 15, 2012, NSTAR Electric issued at a discount $400 million of 2.375 percent Debentures at a yield of 2.406 percent that will mature on October 15, 2022. The proceeds were used to pay $400 million of 4.875 percent Debentures that matured on October 15, 2012. On October 4, 2012, WMECO issued at a premium $150 million of senior unsecured notes at a yield of 2.673 percent that will mature on September 15, 2021. The senior unsecured notes are part of the same series of WMECO’s existing 3.5 percent coupon Series F Notes that were initially issued in September 2011. As a result, the aggregate principal amount of WMECO’s outstanding Series F Notes totaled $250 million.
The Connecticut Light And Power Company [Member]
Debt Instrument [Line Items]
Long-term Debt, Description	On April 2, 2012, CL&P remarketed $62 million of tax-exempt PCRBs for a three-year period. The PCRBs, which mature on May 1, 2031, carry a coupon rate of 1.55 percent during the current three-year fixed rate period and are subject to mandatory tender for purchase on April 1, 2015. On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million. The PCRBs carried coupons that ranged from 5.85 percent to 5.95 percent and maturities that ranged from 2016 through 2028.
Western Massachusetts Electric Company [Member]
Debt Instrument [Line Items]
Long-term Debt, Description	On October 1, 2012, WMECO redeemed at par $53.8 million of tax-exempt PCRBs. The PCRBs had a maturity date of 2028 and a coupon of 5.85 percent
NSTAR Electric Company [Member]
Debt Instrument [Line Items]
Long-term Debt, Description	On October 15, 2012, NSTAR Electric issued at a discount $400 million of 2.375 percent Debentures at a yield of 2.406 percent that will mature on October 15, 2022. The proceeds were used to pay $400 million of 4.875 percent Debentures that matured on October 15, 2012.

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SHARE-BASED PAYMENTS (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

			Weighted Average
	RSUs		Grant-Date
RSUs	(Units)		Fair Value
Outstanding as of December 31, 2011		959,920	$	26.36
Granted		585,135	$	32.98
Converted NSTAR awards upon merger		617,394	$	36.79
Converted from NU performance shares upon merger		451,358	$	34.32
Shares issued		(304,014)	$	27.96
Forfeited		(95,156)	$	34.99
Outstanding as of September 30, 2012		2,214,637	$	32.07

	Performance		Weighted Average
	Shares		Grant-Date
Performance Shares	(Units)		Fair Value
Outstanding as of December 31, 2011		483,133	$	29.18
Granted		227,683	$	34.37
Converted to RSUs upon merger		(451,358)	$	34.32
Shares issued		(106,773)	$	24.52
Forfeited		-	$	-
Outstanding as of September 30, 2012		152,685	$	25.04

NU	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Compensation Cost Recognized	$	4.8	$	3.2	$	21.6	$	9.3
Associated Future Income Tax Benefit Recognized		1.9		1.3		8.7		3.7

	For the Three Months Ended
	September 30, 2012								September 30, 2011
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric(1)		PSNH		WMECO
Compensation Cost Recognized	$	0.9	$	0.5	$	0.4	$	0.2	$	1.9	$	1.9	$	0.6	$	0.4
Associated Future Income Tax Benefit Recognized		0.4		0.2		0.1		0.1		0.8		0.8		0.3		0.1
	For the Nine Months Ended
	September 30, 2012								September 30, 2011
(Millions of Dollars)	CL&P		NSTAR Electric(1)		PSNH		WMECO		CL&P		NSTAR Electric(1)		PSNH		WMECO
Compensation Cost Recognized	$	3.9	$	5.4	$	1.5	$	0.8	$	5.4	$	5.8	$	1.9	$	1.0
Associated Future Income Tax Benefit Recognized		1.6		2.1		0.6		0.3		2.2		2.3		0.7		0.4

			Exercise Price Per Share
						Weighted		Intrinsic Value
	Options		Range			Average		(Millions)
Outstanding and Exercisable as of December 31, 2011		47,374	$ 18.58	-	$ 18.90	$	18.78
Converted NSTAR options upon merger		2,664,894				$	23.99	$	34.1
Exercised		(405,551)				$	23.74	$	5.3
Forfeited and cancelled		-
Outstanding and Exercisable as of September 30, 2012		2,306,717	$ 18.45	-	$ 28.12	$	23.92	$	34.0

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DPU Safety And Reliability Programs (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012
Notes To Consolidated Financial Statements [Abstract]
Cumulative Costs Associated With Cpsl Program At Nstar Electric	$ 95.0
Cpsl Annual Revenue Per Annum From Comprehensive Settlement Agreement	$ 15.0

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VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Variable Interest Entities Text Block

16.       VARIABLE INTEREST ENTITIES

The Company's variable interests outside of the consolidated group are not material and consist of contracts that are required by regulation and provide for regulatory recovery of contract costs and benefits through customer rates. NU, CL&P and NSTAR Electric hold variable interests in variable interest entities (VIEs) through agreements with certain entities that own single renewable energy or peaking generation power plants and with other independent power producers. NU, CL&P and NSTAR Electric do not control the activities that are economically significant to these VIEs or provide financial or other support to these VIEs. Therefore, NU, CL&P and NSTAR Electric do not consolidate any power plant VIEs.

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Environmental Matters (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Environmental Loss Contingencies By Site Text Block

	As of September 30, 2012						As of December 31, 2011
			Reserve					Reserve
	Number of Sites		(in millions)		Number of Sites			(in millions)
NU		83	$	38.6		59		$	31.7
CL&P		18		3.2		18			2.9
NSTAR Electric (1)		14		1.4		13			1.3
PSNH		19		5.2		18			6.6
WMECO		10		0.4		10			0.3

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SIGNIFCANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Organization Consolidation And Presentation Of Financial Statements Disclosure Text Block

A.Basis of Presentation

NU is a public utility holding company primarily engaged through its wholly owned regulated utility subsidiaries in the energy delivery business. NU's wholly owned regulated utility subsidiaries included CL&P, PSNH, WMECO and Yankee Gas prior to NU's merger with NSTAR. On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR and NSTAR (through a successor, NSTAR LLC) became a direct wholly owned subsidiary of NU. NSTAR Electric and NSTAR Gas, NSTAR LLC's regulated utility subsidiaries, are now also wholly owned subsidiaries of NU. NU provides energy delivery service to approximately 3.5 million electric and natural gas customers through six regulated utilities in Connecticut, Massachusetts and New Hampshire. NU's consolidated financial information includes NSTAR LLC and its subsidiaries' results of operations from April 10, 2012 through September 30, 2012.See Note2, "Merger of NU and NSTAR," for further information regarding the merger.

NSTAR Electric continues to maintain reporting requirements as an SEC registrant. The information disclosed for NSTAR Electric represents the results of operations of the entity for the three and nine months ended September 30, 2012 and 2011 and the financial position as of September 30, 2012 and December31, 2011, presented on a comparable basis. NU did not apply "push-down accounting" to NSTAR Electric, whereby the adjustments of assets and liabilities to fair value and the resultant goodwill would be shown on the financial statements of the acquired subsidiary.

The combined notes to consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q, the first and second quarter 2012 combined Quarterly Reports on Form 10-Q of NU, the first quarter 2012 Quarterly Report on Form 10-Q for NSTAR Electric, the 2011 combined Annual Report on Form 10-K of NU, CL&P, PSNH and WMECO (NU 2011 Form 10-K), the 2011 Annual Report on Form 10-K of NSTAR (NSTAR 2011 Form 10-K) and the 2011 Annual Report on Form 10-K of NSTAR Electric (NSTAR Electric 2011 Form 10-K), which were filed with the SEC.

The accompanying unaudited condensed consolidated financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly NU's and the above companies' financial positions as of September 30, 2012 and December 31, 2011, the results of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011, and cash flows for the nine months ended September 30, 2012 and 2011. The results of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011 and the cash flows for the nine months ended September 30, 2012 and 2011 are not necessarily indicative of the results expected for a full year. The demand for electricity and natural gas is affected by weather conditions, economic conditions, and consumer conservation behavior. Electric energy sales and revenues are typically higher in the winter and summer months than in the spring and fall months. Natural gas sales and revenues are typically higher in the winter months than during other periods of the year.

The unaudited condensed consolidated financial statements of NU, CL&P, NSTAR Electric, PSNH and WMECO include the accounts of all their respective subsidiaries. Intercompany transactions have been eliminated in consolidation.

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

On April 10, 2012, upon consummation of the merger with NSTAR, NSTAR Electric's ownership in CYAPC and YAEC combined with CL&P's, PSNH's and WMECO's respective ownership interests in CYAPC and YAEC totaled greater than 50 percent, requiring NU to consolidate CYAPC and YAEC. The investment in CYAPC and YAEC had previously been accounted for under the equity method by NU. The consolidation of CYAPC and YAEC results in NU recording nuclear decommissioning trust marketable securities of $324.9 million, regulatory assets of $212.9 million, long-term debt associated with the long-term fuel disposal liabilities of $179.5 million, net accumulated deferred income tax liability of $58.8 million and asset retirement obligations related to decommissioning activity of $292.9 million as of September 30, 2012. At the NU consolidated level, intercompany transactions between CL&P, NSTAR Electric, PSNH and WMECO and CYAPC and YAEC have been eliminated in consolidation. For CL&P, NSTAR Electric, PSNH and WMECO, the investment in CYAPC and YAEC continue to be accounted for under the equity method.

On April 10, 2012, upon consummation of the merger with NSTAR, an NSTAR subsidiary that owned 25 percent of NPTwas merged into NUTV, resulting in NUTV owning 100 percent of NPT. Accordingly, 100 percent ownership of NPT was reflected in Common Shareholders' Equity as of September 30, 2012 on the accompanying unaudited condensed consolidated balance sheet. See Note 2, "Merger of NU and NSTAR," and Note 13, "Common Shareholders' Equity and Noncontrolling Interests," for further information.

Certain prior period amounts in NSTAR Electric's accompanying unaudited condensed consolidated balance sheet, statements of income and cash flows have been reclassified between line items for comparative purposes and in order to conform to NU's presentation. The reclassifications did not affect NSTAR Electric's net income.

Certain changes in classification and corresponding reclassifications of prior period data were made in the accompanying unaudited condensed consolidated balance sheets and statements of income for NU, CL&P, PSNH and WMECO and statements of cash flows for NU, CL&P and WMECO to conform to current period presentation.The unaudited condensed consolidated statements of income reflect the reclassification of transmission expenses from Other Operating Expenses, as originally reported, to Purchased Power, Fuel and Transmission and the reclassification of energy efficiency expenses primarily from Other Operating Expenses, as originally reported, to Energy Efficiency Programs. In addition, Other Operating Expenses and Maintenance, as originally reported, were combined and are reported in aggregate as Operations and Maintenance. These reclassifications were made for comparative purposes to conform to the current period's presentation. The reclassifications on the statements of income were as follows:

Subsequent Events Policy Policy Text Block

NU evaluates events and transactions that occur after the balance sheet date but before financial statements are issued and recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the balance sheet date and discloses, but does not recognize, in the financial statements subsequent events that provide evidence about the conditions that arose after the balance sheet date but before the financial statements are issued. See Note 17, "Subsequent Events," for further information.

Receivables Policy Text Block

Provision for Uncollectible Accounts

NU, including CL&P, NSTAR Electric, PSNH and WMECO, maintains a provision for uncollectible accounts receivables at an estimated net realizable value. This provision is determined based upon a variety of factors, including applying an estimated uncollectible account percentage to each receivable aging category, based upon historical collection and write-off experience and management's assessment of collectibility from individual customers. Management reviews the collectibility of the receivables, and if circumstances change, collectibility estimates are adjusted accordingly. Receivable balances are written off against the provision for uncollectible accounts when the accounts are terminated and these balances are deemed to be uncollectible.

Fair Value Of Financial Instruments Policy

Fair Value Measurements

NU, including CL&P, NSTAR Electric, PSNH, and WMECO, applies fair value measurement guidance to derivative contracts recorded at fair value and to the marketable securities held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC's and YAEC'snuclear decommissioning trusts. Fair value measurement guidance is also applied to investment valuations used to calculate the funded status of NU'sPension and PBOP Plans, including NSTAR Electric's Pension Plan.

Fair Value Hierarchy: In measuring fair value, NU uses observable market data when available and minimizes the use of unobservable inputs. Inputs used in fair value measurements are categorized into three fair value hierarchy levels for disclosure purposes. The entire fair value measurement is categorized based on the lowest level of input that is significant to the fair value measurement. NU evaluates the classification of assets and liabilities measured at fair value on a quarterly basis, and NU's policy is to recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. The three levels of the fair value hierarchy are described below:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs are observable.

Level 3 - Quoted market prices are not available. Fair value is derived from valuation techniques in which one or more significant inputs or assumptions are unobservable. Where possible, valuation techniques incorporate observable market inputs that can be validated to external sources such as industry exchanges, including prices of energy and energy-related products.

Determination of Fair Value: The valuation techniques and inputs used in NU's fair value measurements are described in Note 5, "Derivative Instruments," Note 6, "Marketable Securities," and Note11, "Fair Value of Financial Instruments.

Other Taxes Policy

Other Taxes Gross receipts taxes levied by the state of Connecticut are collected by CL&P and Yankee Gas from their respective customers. These gross receipts taxes are shown on a gross basis with collections in Operating Revenues and payments in Taxes Other Than Income Taxes on the accompanying unaudited condensed consolidated statements of income as follows:

Public Utilities Policy Text Block

NU's Regulated companies continue to be rate-regulated on a cost-of-service basis; therefore, the accounting policies of the Regulated companies apply GAAP applicable to rate-regulated enterprises and historically reflect the effects of the rate-making process.

Management believes it is probable that the Regulated companies will recover their respective investments in long-lived assets, including regulatory assets. If management determined that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to the Regulated companies' operations, or that management could not conclude it is probable that costs would be recovered in future rates, the costs would be charged to net income in the period in which the determination is made.

Derivatives Policy Text Block

DERIVATIVE INSTRUMENTS

The Regulated companies purchase and procure energy and energy-related products for their customers, which are subject to price volatility. The costs associated with supplying energy to customers are recoverable through customer rates. The Company manages the risks associated with the price volatility of energy and energy-related products through the use of derivative contracts, many of which meet the definition of and are designated as "normal purchases or normal sales" (normal)under the applicable accounting guidance, and the use of nonderivative contracts.

The gross fair values of derivative assets and liabilities with the same counterparty are offset and reported as net Derivative Assets or Derivative Liabilities, with current and long-term portions, in the accompanying unaudited condensed consolidated balance sheets.

Fair Value Measurements of Derivative Instruments

Valuation of Derivative Instruments: Derivative contracts classified as Level 2 in the fair value hierarchy relate to the financial contracts for natural gas futures and the remaining unregulated wholesale marketing sourcing contracts to purchase energy for periods in which prices are quoted in an active market. Prices are obtained from broker quotes and are based on actual market activity. The contracts are valued using the mid-point of the bid-ask spread. Valuations of these contracts also incorporate discount rates using the yield curve approach.

The fair value of derivative contracts classified as Level 3 utilize significant unobservable inputs. The fair value is modeled using income techniques, such as discounted cash flow approaches adjusted for assumptions relating to exit price. Significant observable inputs for valuations of these contracts include energy and energy-related product prices in future years for which quoted prices in an active market exist. Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy and energy-related products, and accounting requirements. The future power and capacity prices for periods that are not quoted in an active market or established at auction are based on available market data and are escalated based on estimates of inflation to address the full time period of the contract.

Valuations of derivative contracts using discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the company's credit rating for liabilities. Valuations incorporate estimates of premiums or discounts that would be required by a market participant to arrive at an exit price, using historical market transactions adjusted for the terms of the contract.

The following is a summary of NU's, including CL&P's, NSTAR Electric's and WMECO's, Level 3 derivative contracts and the range of the significant unobservable inputs utilized in the valuations over the duration of the contracts

Marketable Securities Policy

U.S. government issued debt securities are valued using market approaches that incorporate transactions for the same or similar bonds and adjustments for yields and maturity dates. Corporate debt securities are valued using a market approach, utilizing recent trades of the same or similar instrument and also incorporating yield curves, credit spreads and specific bond terms and conditions. Asset-backed debt securities include collateralized mortgage obligations, commercial mortgage backed securities, and securities collateralized by auto loans, credit card loans or receivables. Asset-backed debt securities are valued using recent trades of similar instruments, prepayment assumptions, yield curves, issuance and maturity dates and tranche information. Municipal bonds are valued using a market approach that incorporates reported trades and benchmark yields. Other fixed income securities are valued using pricing models, quoted prices of securities with similar characteristics, and discounted cash flows.

Earnings Per Share Policy Text Block

Basic EPS is computed based upon the weighted average number of common shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of common shares outstanding plus the potential dilutive effect if certain securities are converted into common shares.

RSUs and performance shares are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied. The dilutive effect of unvested RSUs and performance shares is calculated using the treasury stock method. Assumed proceeds of the units under the treasury stock method consist of the remaining compensation cost to be recognized and a theoretical tax benefit. The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the units (the difference between the market value of the average units outstanding for the period, using the average market price during the period, and the grant date market value).

The dilutive effect of stock options to purchase common shares is also calculated using the treasury stock method. Assumed proceeds for stock options consist of cash proceeds that would be received upon exercise, and a theoretical tax benefit. The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the stock options (the difference between the market value of the average stock options outstanding for the period, using the average market price during the period, and the exercise price).

Consolidation Variable Interest Entity Policy

VARIABLE INTEREST ENTITIES

The Company's variable interests outside of the consolidated group are not material and consist of contracts that are required by regulation and provide for regulatory recovery of contract costs and benefits through customer rates. NU, CL&P and NSTAR Electric hold variable interests in variable interest entities (VIEs) through agreements with certain entities that own single renewable energy or peaking generation power plants and with other independent power producers. NU, CL&P and NSTAR Electric do not control the activities that are economically significant to these VIEs or provide financial or other support to these VIEs. Therefore, NU, CL&P and NSTAR Electric do not consolidate any power plant VIEs.

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COMMON SHAREHOLDER EQUITY AND NCI (Details) (USD $) Share data in Thousands, unless otherwise specified	0 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended			3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Apr. 09, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Common Shareholders Equity [Member]	Sep. 30, 2011 Common Shareholders Equity [Member]	Sep. 30, 2012 Common Shareholders Equity [Member]	Sep. 30, 2011 Common Shareholders Equity [Member]	Sep. 30, 2011 Noncontrolling Interest Member	Sep. 30, 2012 Noncontrolling Interest Member	Sep. 30, 2011 Noncontrolling Interest Member	Jun. 30, 2012 Noncontrolling Interest Member	Sep. 30, 2012 Total Equity [Member]	Sep. 30, 2011 Total Equity [Member]	Sep. 30, 2012 Total Equity [Member]	Sep. 30, 2011 Total Equity [Member]	Sep. 30, 2012 Preferred Stock Member	Sep. 30, 2011 Preferred Stock Member	Sep. 30, 2012 Preferred Stock Member	Sep. 30, 2011 Preferred Stock Member
Shareholders' Equity, Beginning Balance				$ 4,012,670,000		$ 9,067,600,000	$ 3,915,100,000			$ 1,800,000			$ 0	$ 9,067,600,000	$ 3,916,900,000			$ 155,600,000	$ 116,200,000
Net Income		209,508,000	91,431,000	356,482,000	285,734,000	209,500,000	91,400,000	356,500,000	285,700,000					209,500,000	91,400,000	356,500,000	285,700,000
Purchase Price Of Nstar								5,038,300,000								5,038,300,000
Other Impacts of Merger With NSTAR								3,400,000			(3,400,000)									39,400,000
Dividends on Common Shares						(107,600,000)	(48,900,000)	(267,800,000)	(146,600,000)					(107,600,000)	(48,900,000)	(267,800,000)	(146,600,000)
Dividends, Preferred Stock						(1,900,000)	(1,400,000)	(5,100,000)	(4,200,000)					(1,900,000)	(1,400,000)	(5,100,000)	(4,200,000)	(1,900,000)	(1,400,000)	(5,100,000)	(4,200,000)
Issuance of Common Shares						800,000	900,000	12,200,000	5,100,000					800,000	900,000	12,200,000	5,100,000
Contributions To Northern Pass Trans					900,000					600,000	300,000				600,000	300,000	900,000
Other Transcations, Net						6,300,000	8,500,000	20,300,000	16,800,000					6,300,000	8,500,000	20,300,000	16,800,000
Net Income Attributable to Noncontrolling Interests		1,880,000	1,470,000	5,253,000	4,340,000			(100,000)		100,000	100,000	100,000			100,000		100,000	1,900,000	1,400,000	5,100,000	4,200,000
Other Comprehensive Income/ (Loss)		2,178,000	(9,423,000)	6,477,000	(11,844,000)
Shareholders' Equity, Ending Balance		$ 9,176,866,000		$ 9,176,866,000									$ 0
Common Stock Issuance, Merger with NSTAR [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	136,049

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MERGER OF NU AND NSTAR

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Business Combination Disclosure [Text Block]

2.       MERGER OF NU AND NSTAR

On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR. Pursuant to the terms and conditions of the Agreement and Plan of Merger, as amended, the "Merger Agreement," NSTAR merged into NSTAR LLC, becoming a wholly-owned subsidiary of NU.

NSTAR LLC is a holding company engaged through its subsidiaries in the energy delivery business serving electric and natural gas distribution customers in Massachusetts. The merger was structured as a merger of equals in a tax-free exchange of shares. As part of the merger, NSTAR shareholders received 1.312 NU common shares for each NSTAR common share owned (the "exchange ratio") as of the acquisition date. The exchange ratio was structured to result in a no-premium merger based on the average closing share price of each company's common shares for the 20 trading days preceding the announcement of the merger in October 2010. NU issued approximately 136 million common shares to the NSTAR shareholders as a result of the merger, which brought the total common shares outstanding to approximately 314 million shares as of April 10, 2012.

Purchase Price: Pursuant to the merger, all of the NSTAR common shares were exchanged at the fixed exchange ratio of 1.312 common shares of NU for each NSTAR common share. The total consideration transferred in the merger was based on the closing price of NU common shares on April 9, 2012, the day prior to the date the merger was completed, and was calculated as follows:

NSTAR common shares outstanding as of April 9, 2012 (in thousands)*		103,696
Exchange ratio		1.312
NU common shares issued for NSTAR common shares outstanding (in thousands)		136,049
Closing price of NU common shares on April 9, 2012	$	36.79
Value of common shares issued (in millions)	$	5,005
Fair value of NU replacement stock-based compensation awards related to pre-merger service (in millions)		33
Total purchase price (in millions)	$	5,038

*       Includes 109 thousand shares related to NSTAR stock-based compensation awards that vested immediately prior to the merger.

Certain of NSTAR's stock-based compensation awards, including deferred shares, performance shares and all outstanding stock options, were replaced with NU awards using the exchange ratio upon consummation of the merger. In accordance with accounting guidance for business combinations, the portion of the fair value of these awards attributable to service provided prior to the merger is included in the purchase price as it represents consideration transferred in the merger. See Note 9B, "Employee Benefits – Share-Based Payments," for further information.

Purchase Price Allocation: The allocation of the total purchase price to the estimated fair values of the assets acquired and liabilities assumed has been determined based on the accounting guidance for fair value measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The allocation of the total purchase price includes adjustments to record the fair value of NSTAR's unregulated telecommunications business, regulatory assets not earning a return, lease agreements, long-term debt and the preferred stock of NSTAR Electric. The fair values of NSTAR's assets and liabilities were determined based on significant estimates and assumptions, including Level 3 inputs,that are judgmental in nature. These estimates and assumptions include the timing and amounts of projected future cash flows and discount rates reflecting risk inherent in future cash flows.All purchase price adjustments are preliminary and subject to change as additional information is obtained.

The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was recognized as goodwill. The preliminary allocation of the purchase price is as follows:

(Millions of Dollars)
Current Assets	$	754
Property Plant and Equipment, Net		5,155
Goodwill		3,231
Other Long-Term Assets, excluding Goodwill		2,115
Current Liabilities		(1,332)
Long-Term Liabilities		(2,723)
Long-Term Debt and Other Long-Term Obligations		(2,123)
Preferred Stock of Subsidiary		(39)
Total Purchase Price	$	5,038

Goodwill Allocation:NU's reporting units consist of the combinedElectric Distribution, Electric Transmission and Natural Gas Distribution. The preliminary estimate of goodwill from the merger with NSTAR of $3.2 billion has been assigned to NU's reporting units based on relative fair values. As of September 30, 2012, the preliminary allocation of goodwill to each reporting unit was $2.3 billion to Electric Distribution, $0.7 billion to Electric Transmission and $0.5 billion to Natural Gas Distribution, including $0.3 billion of pre-existing goodwill applicable to Yankee Gas. NU's reporting units are consistent with its reportable business segments.

Pro Forma Financial Information:The following unaudited pro forma financial information reflects the pro forma combined results of operations of NU and NSTAR and reflects the amortization of purchase price adjustments assuming the merger had taken place on January 1, 2011. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of NU. The pro forma financial information does not include potential cost savings or non-recurring costs. This information is preliminary in nature and subject to change.

(Pro forma amounts in millions, except per share amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Operating Revenues	$	1,862	$	1,883	$	5,321	$	5,637
Net Income Attributable to Controlling Interest		208		190		455		518
Basic EPS		0.66		0.61		1.45		1.65
Diluted EPS		0.66		0.60		1.44		1.64

NU and NSTAR incurred non-recurring merger transaction costs and costs related to the Connecticut and Massachusetts settlement agreements recorded in the secondquarter of 2012 described below, with the following aggregate after-tax impacts not included in the pro forma earnings presented above:

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)		2012		2011		2012		2011
Transaction and Other Costs		$	1	$	1	$	31	$	17
Settlement Agreement Impacts			-		-		60		-
Total After-Tax Non-Recurring Costs Excluded
	from Net Income	$	1	$	1	$	91	$	17

Regulatory Approvals: On February 15, 2012, NU and NSTAR reached comprehensive settlement agreements with the Massachusetts Attorney General and the DOER related to the merger. On April 4, 2012, the DPU approved the settlement agreements and the merger of NU and NSTAR.On March 13, 2012, NU and NSTAR reached a comprehensive settlement agreement with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel. On April 2, 2012, the PURA approved the settlement agreement and the merger of NU and NSTAR. The settlement agreements included base distribution rate freezes until December 1, 2014 for CL&P and through2015 for NSTAR Electric, NSTAR Gas and WMECO.

See Note 10B,"Commitments and Contingencies – Long-Term Contractual Arrangements," for further information on commitments required under the settlement agreements.

The pre-tax financial impacts of the Connecticut and Massachusetts settlement agreements that were recognized by NU, CL&P, NSTAR Electric, and WMECO in the second quarter of 2012 are summarized as follows:

(Millions of Dollars)	NU		CL&P		NSTAR Electric		WMECO
Customer Rate Credits	$	46	$	25	$	15	$	3
Storm Costs Deferral Reduction		40		40		-		-
Establishment of Energy Efficiency Fund		15		-		-		-
Total	$	101	$	65	$	15	$	3

NSTAR Revenues and Net Income: The impact of NSTAR on NU's accompanying unaudited condensed consolidated statements of income includes operating revenues of $736.2million and net income attributable to controlling interest of $105million for the three months ended September 30, 2012 and operating revenues of $1,337.6million and net income attributable to controlling interest of $141 million for the nine months ended September 30, 2012.

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Operating Revenues	$ 1,861,529	$ 1,114,892	$ 4,589,835	$ 3,397,624
Operating Expenses:
Purchased Power and Transmission	602,751	406,237	1,540,110	1,285,483
Operations And Maintenance	395,531	255,551	1,187,471	788,875
Depreciation	144,475	75,196	369,798	222,784
Amortization of Regulatory Assets/(Liabilities), Net	43,835	36,163	74,851	86,653
Amortization of Rate Reduction Bonds	43,044	17,680	102,144	52,047
Energyefficiencyandrenewableenergyprograms	98,326	35,255	209,089	99,658
Taxes Other Than Income Taxes	120,662	84,994	319,559	252,817
Total Operating Expenses	1,448,624	911,076	3,803,022	2,788,317
Operating Income	412,905	203,816	786,813	609,307
Interest Expense:
Interest on Long-Term Debt	86,459	57,461	233,352	171,905
Interest on Rate Reduction Bonds	1,681	2,018	5,168	6,889
Other Interest	2,221	4,453	7,336	5,922
Total Interest Expense	90,361	63,932	245,856	184,716
Other Income/(Loss), Net	4,324	1,430	14,904	19,077
Income Before Income Tax Expense	326,868	141,314	555,861	443,668
Income Tax Expense	117,360	49,883	199,379	157,934
Net Income	209,508	91,431	356,482	285,734
Net Income Attributable to Noncontrolling Interests	1,880	1,470	5,253	4,340
Net Income Attributable to Controlling Interests	207,628	89,961	351,229	281,394
Diluted Earnings Per Common Share	$ 0.66	$ 0.51	$ 1.32	$ 1.58
Basic Earnings Per Common Share	$ 0.66	$ 0.51	$ 1.33	$ 1.59
Common Stock Dividends Per Share Declared	$ 0.34	$ 0.28	$ 0.97	$ 0.83
Weighted Average Common Shares Outstanding:
Basic	314,806,441	177,497,862	264,636,636	177,344,481
Diluted	315,805,796	177,835,348	265,353,377	177,647,694
The Connecticut Light And Power Company [Member]
Operating Revenues	658,111	673,666	1,812,218	1,955,361
Operating Expenses:
Purchased Power and Transmission	241,046	266,350	658,743	768,687
Operations And Maintenance	141,913	130,714	480,286	403,125
Depreciation	41,863	39,711	124,451	117,629
Amortization of Regulatory Assets/(Liabilities), Net	8,656	15,688	19,912	48,027
Energyefficiencyandrenewableenergyprograms	25,237	24,914	68,205	69,629
Taxes Other Than Income Taxes	59,687	58,552	168,667	169,745
Total Operating Expenses	518,402	535,929	1,520,264	1,576,842
Operating Income	139,709	137,737	291,954	378,519
Interest Expense:
Interest on Long-Term Debt	31,429	33,326	94,646	100,085
Other Interest	2,162	1,893	6,223	(815)
Total Interest Expense	33,591	35,219	100,869	99,270
Other Income/(Loss), Net	2,889	(2,356)	8,636	4,308
Income Before Income Tax Expense	109,007	100,162	199,721	283,557
Income Tax Expense	34,121	33,634	63,917	100,057
Net Income	74,886	66,528	135,804	183,500
Public Service Company Of New Hampshire [Member]
Operating Revenues	256,949	259,648	755,051	769,309
Operating Expenses:
Purchased Power and Transmission	76,008	77,698	239,173	247,072
Operations And Maintenance	67,547	65,336	200,960	205,806
Depreciation	22,264	18,403	65,282	54,432
Amortization of Regulatory Assets/(Liabilities), Net	(6,356)	17,271	(6,179)	35,303
Amortization of Rate Reduction Bonds	16,112	13,609	43,855	39,748
Energyefficiencyandrenewableenergyprograms	4,030	3,730	10,824	9,571
Taxes Other Than Income Taxes	16,046	15,133	47,406	44,034
Total Operating Expenses	195,651	211,180	601,321	635,966
Operating Income	61,298	48,468	153,730	133,343
Interest Expense:
Interest on Long-Term Debt	11,434	8,484	34,537	25,425
Interest on Rate Reduction Bonds	564	1,468	2,366	5,038
Other Interest	609	416	1,301	761
Total Interest Expense	12,607	10,368	38,204	31,224
Other Income/(Loss), Net	(353)	3,293	2,237	12,112
Income Before Income Tax Expense	48,338	41,393	117,763	114,231
Income Tax Expense	21,106	15,759	48,037	39,468
Net Income	27,232	25,634	69,726	74,763
Western Massachusetts Electric Company [Member]
Operating Revenues	112,470	104,515	333,331	309,589
Operating Expenses:
Purchased Power and Transmission	32,028	41,246	105,297	124,440
Operations And Maintenance	24,765	19,161	75,214	60,467
Depreciation	7,464	6,681	22,154	19,644
Amortization of Regulatory Assets/(Liabilities), Net	1,021	2,810	634	3,538
Amortization of Rate Reduction Bonds	4,352	4,071	13,127	12,299
Energyefficiencyandrenewableenergyprograms	9,190	6,110	19,679	16,491
Taxes Other Than Income Taxes	5,505	4,650	15,365	13,395
Total Operating Expenses	84,325	84,729	251,470	250,274
Operating Income	28,145	19,786	81,861	59,315
Interest Expense:
Interest on Long-Term Debt	5,783	4,913	17,454	14,389
Interest on Rate Reduction Bonds	272	550	1,029	1,852
Other Interest	714	529	1,550	785
Total Interest Expense	6,769	5,992	20,033	17,026
Other Income/(Loss), Net	685	(722)	1,965	259
Income Before Income Tax Expense	22,061	13,072	63,793	42,548
Income Tax Expense	7,977	4,638	24,385	15,977
Net Income	14,084	8,434	39,408	26,571
NSTAR Electric Company [Member]
Operating Revenues	693,653	724,686	1,784,755	1,854,507
Operating Expenses:
Purchased Power and Transmission	222,753	262,118	622,265	717,180
Operations And Maintenance	83,329	100,991	340,547	286,044
Depreciation	42,494	40,399	127,692	123,556
Amortization of Regulatory Assets/(Liabilities), Net	41,888	27,065	87,912	56,734
Amortization of Rate Reduction Bonds	22,581	22,581	67,742	67,742
Energyefficiencyandrenewableenergyprograms	55,969	59,204	138,360	132,160
Taxes Other Than Income Taxes	30,520	28,580	89,689	84,069
Total Operating Expenses	499,534	540,938	1,474,207	1,467,485
Operating Income	194,119	183,748	310,548	387,022
Interest Expense:
Interest on Long-Term Debt	22,386	22,548	66,953	67,724
Interest on Rate Reduction Bonds	853	1,742	3,106	5,795
Other Interest	(4,704)	(6,350)	(16,137)	(21,679)
Total Interest Expense	18,535	17,940	53,922	51,840
Other Income/(Loss), Net	551	(419)	1,778	1,300
Income Before Income Tax Expense	176,135	165,389	258,404	336,482
Income Tax Expense	69,373	65,569	102,220	133,115
Net Income	$ 106,762	$ 99,820	$ 156,184	$ 203,367

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Fair Value Disclosures [Text Block]

11.       FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each of the following financial instruments:

Preferred Stock, Long-Term Debt and Rate Reduction Bonds: The fair value of CL&P's and NSTAR Electric's preferred stock is based upon pricing models that incorporate interest rates and other market factors, valuations or trades of similar securities and cash flow projections. The fair value of fixed-rate long-term debt securities and RRBs is based upon pricing models that incorporate quoted market prices for those issues or similar issues adjusted for market conditions, credit ratings of the respective companies and treasury benchmark yields. Adjustable rate securities are assumed to have a fair value equal to their carrying value. The fair values provided in the tables below are classified as Level 2 within the fair value hierarchy. Carrying amounts and estimated fair values are as follows:

		As of September 30, 2012				As of December 31, 2011
		NU				NU
		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	155.6	$	154.0	$	116.2	$	105.1
Long-Term Debt			7,612.3		8,378.5		4,950.7		5,517.0
Rate Reduction Bonds			101.3		103.0		112.3		116.8

		As of September 30, 2012
		CL&P				NSTAR Electric				PSNH				WMECO
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	116.2	$	112.0	$	43.0	$	42.0	$	-	$	-	$	-	$	-
Long-Term Debt			2,584.2		3,063.0		1,603.6		1,846.4		997.9		1,098.0		499.7		564.3
Rate Reduction Bonds			-		-		43.5		44.3		44.1		44.6		13.8		14.0
		As of December 31, 2011
		CL&P				NSTAR Electric(1)				PSNH				WMECO
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
(Millions of Dollars)		Amount		Value		Amount		Value		Amount		Value		Amount		Value
Preferred Stock Not
	Subject to Mandatory Redemption	$	116.2	$	105.1	$	43.0	$	41.2	$	-	$	-	$	-	$	-
Long-Term Debt			2,587.8		2,987.1		1,605.1		1,816.1		999.5		1,075.2		501.1		539.8
Rate Reduction Bonds			-		-		127.9		131.2		85.4		88.8		26.9		28.1

• NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

Derivative Instruments: NU, including CL&P, NSTAR Electric, PSNH and WMECO, holds various derivative instruments that are carried at fair value. For further information, see Note 5, "Derivative Instruments," to the unaudited condensed consolidated financial statements.

Other Financial Instruments: Investments in marketable securities are carried at fair value on the accompanying unaudited condensed consolidated balance sheets. For further information, see Note 1E, "Summary of Significant Accounting Policies - Fair Value Measurements," and Note 6, "Marketable Securities."

The carrying value of other financial instruments included in current assets and current liabilities, including cash and cash equivalents and special deposits, approximates their fair value due to the short-term nature of these instruments.

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2012	Oct. 31, 2012
Document And Entity [Line Items]
Entity Registrant Name	NORTHEAST UTILITIES
Document Period End Date	Sep. 30, 2012
Document Type	10-Q
Entity Central Index Key	0000072741
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		313,943,203
Entity Public Float	$ 12,000,522,165
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Amendment Flag	false
The Connecticut Light And Power Company [Member]
Document And Entity [Line Items]
Entity Registrant Name	The Connecticut Light and Power Company
Entity Central Index Key	0000023426
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Public Service Company Of New Hampshire [Member]
Document And Entity [Line Items]
Entity Registrant Name	Public Service Company of New Hampshire
Entity Central Index Key	0000315256
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Western Massachusetts Electric Company [Member]
Document And Entity [Line Items]
Entity Registrant Name	Western Massachusetts Electric Company
Entity Central Index Key	0000106170
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
NSTAR Electric Company [Member]
Document And Entity [Line Items]
Entity Registrant Name	NSTAR Electric Company
Entity Central Index Key	0000013372
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer

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COMMON SHARES

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule of Stock by Class [Text Block]

12.       COMMON SHARES

The following table sets forth the NU common shares and the shares of CL&P, NSTAR Electric, PSNH and WMECO common stock authorized and issued as of September 30, 2012 and December 31, 2011 and the respective par values:

	Shares
	Authorized				Issued
	Per Share		As of September 30, 2012
	Par Value		and December 31, 2011		As of September 30, 2012		As of December 31, 2011
NU	$	5		380,000,000		332,471,514		196,052,770
CL&P	$	10		24,500,000		6,035,205		6,035,205
NSTAR Electric	$	1		100,000,000		100		100
PSNH	$	1		100,000,000		301		301
WMECO	$	25		1,072,471		434,653		434,653

As a result of the merger with NSTAR on April 10, 2012, NU issued approximately 136 million common shares to the NSTAR shareholders.

As of September 30, 2012 and December 31, 2011,18,568,240and 18,894,078 NU common shares were held as treasury shares, respectively.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net Income	$ 209,508	$ 91,431	$ 356,482	$ 285,734
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease Abstract
Qualified Cash Flow Hedging Instruments	516	(10,678)	1,455	(14,600)
Change in Unrealized Gains/Losses in Other Securities	217	280	411	424
Change in Funded Status of Pension, SERP and Other Postretirement Benefit Plans	1,445	975	4,611	2,332
Other Comprehensive Income/ (Loss)	2,178	(9,423)	6,477	(11,844)
Comprehensive Income Attributable to Noncontrolling Interests	(1,880)	(1,470)	(5,253)	(4,340)
Comprehensive Income	209,806	80,538	357,706	269,550
The Connecticut Light And Power Company [Member]
Net Income	74,886	66,528	135,804	183,500
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease Abstract
Qualified Cash Flow Hedging Instruments	111	111	333	333
Change in Unrealized Gains/Losses in Other Securities	8	10	14	15
Other Comprehensive Income/ (Loss)	119	121	347	348
Total Comprehensive Income	75,005	66,649	136,151	183,848
Public Service Company Of New Hampshire [Member]
Net Income	27,232	25,634	69,726	74,763
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease Abstract
Qualified Cash Flow Hedging Instruments	291	(7,478)	872	(10,550)
Change in Unrealized Gains/Losses in Other Securities	13	16	24	24
Change in Funded Status of Pension, SERP and Other Postretirement Benefit Plans	(2)	0	2	0
Other Comprehensive Income/ (Loss)	302	(7,462)	898	(10,526)
Total Comprehensive Income	27,534	18,172	70,624	64,237
Western Massachusetts Electric Company [Member]
Net Income	14,084	8,434	39,408	26,571
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease Abstract
Qualified Cash Flow Hedging Instruments	84	(3,248)	253	(4,193)
Change in Unrealized Gains/Losses in Other Securities	2	2	4	4
Other Comprehensive Income/ (Loss)	86	(3,246)	257	(4,189)
Total Comprehensive Income	14,170	5,188	39,665	22,382
NSTAR Electric Company [Member]
Net Income	$ 106,762	$ 99,820	$ 156,184	$ 203,367

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SHORT TERM DEBT

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Short Term Debt Text Block

7.       SHORT-TERM DEBT

Limits: The amount of short-term borrowings that may be incurred by CL&P are subject to periodic approval by the FERC. On November 30, 2011, the FERC granted authorization to allow CL&P to incur total short-term borrowings up to a maximum of $450 million effective January 1, 2012 through December 31, 2013. On March 22, 2012, FERC approved CL&P's application requesting to increase its total short-term borrowing capacity from a maximum of $450 million to a maximum of $600 million for the authorization period through December 31, 2013.

The amount of short-term borrowings that may be incurred by NSTAR Electric is subject to periodic approval by the FERC. On May 16, 2012, the FERC granted authorization to allow NSTAR Electric to issue total short-term debt securities in an aggregate principal amount not to exceed $655 million outstanding at any one time, effective October 23, 2012 through October 23, 2014.

CL&P Credit Agreement: On March 26, 2012, CL&P entered into a five-year unsecured revolving credit facility in the amount of $300 million, which expires on March 26, 2017. Under this facility, CL&P can borrow either on a short-term or a long-term basis subject to regulatory approval. As of September 30, 2012, there were no borrowings under this facility.

Under this facility, CL&P may borrow at prime rates or LIBOR-based rates, plus an applicable margin based on the higher of S&P's or Moody's credit ratings.

In addition, CL&P must comply with certain financial and non-financial covenants, including a consolidated debt to total capitalization ratio. CL&P was in compliance with these covenants as of September 30, 2012. If CL&P was not in compliance with these covenants, an event of default would occur requiring all outstanding borrowings to be repaid and additional borrowings would not be permitted under this credit facility.

Commercial Paper Programs:On July 25, 2012, NU, CL&P, NSTAR LLC, NSTAR Gas, PSNH, WMECO, and Yankee Gas jointly entered into a five-year $1.15 billion revolving credit facility. The new facility replaced (1) the NSTAR LLC revolving credit facility of $175 million that served to backstop a commercial paper program utilized by NSTAR LLC and was scheduled to expire on December 31, 2012, (2) the NSTAR Gas revolving credit facility of $75 million that expired on June 8, 2012, and (3) the CL&P, PSNH, WMECO, and Yankee Gas joint three-year $400 million and NU parent three-year $500 million unsecured revolving credit facilities that were scheduled to expire on September 24, 2013. The new facility expires on July 25, 2017. Management expects the new facility to be used primarily to backstop the $1.15 billion commercial paper program at NU, which commenced July 25, 2012.

On July 25, 2012, NSTAR Electric entered into a five-year $450 million revolving credit facility. This new facility serves to backstop NSTAR Electric's existing $450 million commercial paper program. The new facility expires on July 25, 2017. This new facility replaced a prior $450 million NSTAR Electric revolving credit facility that was scheduled to expire on December 31, 2012.

As of September 30, 2012, NU had $1,098.3 million in short-term borrowings outstanding under its commercial paper program, leaving $51.8 million of available borrowing capacity. The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.459 percent, which is generally based on money market rates. As of September 30, 2012, there were inter-company loans of $1,040.9 million from NU to the subsidiaries ($372.8 million for CL&P, $44.2 million for PSNH, and $172.5 million for WMECO). As of September 30, 2012, NSTAR Electric had $261 million in short-term borrowings outstanding under its commercial paper program, leaving $189 million of available borrowing capacity. The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.349 percent, which is generally based on money market rates.

NU, CL&P, NSTAR Electric, PSNH and WMECO use their available capital resources to fund their respective construction expenditures, meet debt requirements, to pay costs, including storm-related costs, and dividends and to fund other corporate obligations, such as pension contributions. The current growth in NU's transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period. In addition, NU's Regulated companies operate in an environment where recovery of its electric and gas distribution construction expenditures takes place over an extended period of time. This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs. These factors have resulted in NU's current liabilities exceeding current assets by approximately $1.7 billion, $558 million, $111 million and $217 million at NU, CL&P, NSTAR Electric and WMECO, respectively, as of September 30, 2012.

As of September 30, 2012, approximately $880 million of NU's current liabilities relates to long-term debt that will be paid in the next 12 months. NU, with credit ratings among the highest in the industry, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt. NU, CL&P, NSTAR Electric, and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, as deemed appropriate given capital requirements and maintenance of NU's credit rating and profile. Management expects the future operating cash flows of NU and its subsidiaries, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.

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MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Marketable Securities [Text Block]

6.       MARKETABLE SECURITIES (NU, WMECO)

NU maintains a supplemental benefit trust to fund certain of NU's non-qualified benefit obligations and WMECO maintains a spent nuclear fuel trust to fund WMECO's prior period spent nuclear fuel liability, each of which hold marketable securities. These trusts are not subject to regulatory oversight by state or federal agencies.As of April 10, 2012, upon consummation of the mergerwith NSTAR and consolidation of CYAPC and YAEC, NU's marketable securities also includes legally restricted trustsfor the decommissioning of nuclear power plants.

The Company elects to record mutual funds purchased by the NU supplemental benefit trust at fair value. As such, any change in fair value of these mutual funds is reflected in Net Income. These mutual funds, classified as Level 1 in the fair value hierarchy, totaled $45.7million and $41.1million as of September 30, 2012 and December31,2011, respectively, and are included in current Marketable Securities. Netgains on these securities of $1.9million and $4.6 million for the three months and nine months ended September 30, 2012, respectivelyandnet losses of$7.1million and $4.9million for the three and nine months ended September 30, 2011, respectively, were recorded in Other Income, Net on the accompanying unaudited condensed consolidated statements of income. Dividend income is recorded when dividends are declared and are recorded in Other Income, Net on the accompanying unaudited condensed consolidated statements of income. All other marketable securities are accounted for as available-for-sale.

Available-for-Sale Securities: The following is a summary of NU's available-for-sale securities held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC and YAEC's nuclear decommissioning trusts. These securities are recorded at fair value and included in current and long-term Marketable Securities on the accompanying unaudited condensed consolidated balance sheets.

		As of September 30, 2012
				Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains (1)		Losses (1)		Fair Value
NU
	Debt Securities (2)	$	258.5	$	12.3	$	(0.1)	$	270.7
	Equity Securities (2)		142.3		19.7		(2.6)		159.4
WMECO
	Debt Securities		57.6		0.1		(0.1)		57.6
		As of December 31, 2011
				Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains (1)		Losses (1)		Fair Value
NU		$	88.4	$	2.0	$	(0.2)	$	90.2
WMECO			57.3		-		(0.2)		57.1

• Unrealized gains and losses on debt securities for the NU supplemental benefit trust and WMECO spent nuclear fuel trust are recorded in AOCI and Other Long-Term Assets, respectively, on the accompanying unaudited condensed consolidated balance sheets.

(2)       NU's September 30, 2012 amounts include CYAPC's and YAEC's marketable securities held in nuclear decommissioning trusts of $324.9 million, the majority of which are legally restricted and can only be used for the decommissioning of the nuclear power plants owned by these companies. Unrealized gains and losses for the nuclear decommissioning trusts are offset in Other Long-Term Liabilities on the accompanying unaudited condensed consolidated balance sheet. All of the equity securities accounted for as available-for-sale securities are held in these trusts.

Unrealized Losses and Other-than-Temporary Impairment: There have been no significant unrealized losses, other-than-temporary impairments or credit losses for the NU supplemental benefit trust,the WMECO spent nuclear fuel trust, and in the trusts held by CYAPC and YAEC.Factors considered in determining whether a credit loss exists include the duration and severity of the impairment, adverse conditions specifically affecting the issuer, and the payment history, ratings and rating changes of the security. For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated.

Realized Gains and Losses: Realized gains and losses on available-for-sale securities are recorded in Other Income, Net for the NU supplemental benefit trust, Other Long-Term Assets for the WMECO spent nuclear fuel trust and offsetin Other Long-Term Liabilities for CYAPC and YAEC. NU utilizes the specific identification basis method for the NU supplemental benefit trust securities and the average cost basis method for the WMECO spent nuclear fuel trust and the CYAPC and YAEC nuclear decommissioning trusts to compute the realized gains and losses on the sale of available-for-sale securities.

Contractual Maturities: As of September 30, 2012, the contractual maturities of available-for-sale debt securities are as follows:

	NU				WMECO
	Amortized				Amortized
(Millions of Dollars)	Cost		Fair Value		Cost		Fair Value
Less than one year (1)	$	54.4	$	54.4	$	18.4	$	18.4
One to five years		60.2		61.6		25.3		25.3
Six to ten years		46.9		50.0		6.4		6.4
Greater than ten years		97.0		104.7		7.5		7.5
Total Debt Securities	$	258.5	$	270.7	$	57.6	$	57.6

(1)Amounts in the Less than one year category include securities in the nuclear decommissioning trusts, which are restricted and are classified in long-term Marketable Securitieson the accompanying unaudited condensed consolidated balance sheet.

Fair Value Measurements: The following table presents the marketable securities recorded at fair value on a recurring basis by the level in which they are classified within the fair value hierarchy:

			NU				WMECO
			As of		As of		As of		As of
(Millions of Dollars)			September 30, 2012		December 31, 2011		September 30, 2012		December 31, 2011
Level 1:
	Mutual Funds and Equity Securities		$	205.1	$	41.1	$	-	$	-
	Money Market Funds			40.5		1.8		4.7		0.1
Total Level 1			$	245.6	$	42.9	$	4.7	$	0.1
Level 2:
	U.S. Government Issued Debt Securities
		(Agency and Treasury)		59.8		11.1		18.7		8.0
	Corporate Debt Securities			32.2		16.5		7.0		9.1
	Asset-Backed Debt Securities			31.4		25.9		10.7		7.9
	Municipal Bonds			95.3		16.1		12.7		15.4
	Other Fixed Income Securities			11.5		18.8		3.8		16.6
Total Level 2			$	230.2	$	88.4	$	52.9	$	57.0
Total Marketable Securities			$	475.8	$	131.3	$	57.6	$	57.1

U.S. government issued debt securities are valued using market approaches that incorporate transactions for the same or similar bonds and adjustments for yields and maturity dates. Corporate debt securities are valued using a market approach, utilizing recent trades of the same or similar instrument and also incorporating yield curves, credit spreads and specific bond terms and conditions. Asset-backed debt securities include collateralized mortgage obligations, commercial mortgage backed securities, and securities collateralized by auto loans, credit card loans or receivables. Asset-backed debt securities are valued using recent trades of similar instruments, prepayment assumptions, yield curves, issuance and maturity dates and tranche information. Municipal bonds are valued using a market approach that incorporates reported trades and benchmark yields. Other fixed income securities are valued using pricing models, quoted prices of securities with similar characteristics, and discounted cash flows.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Subsequent Events [Text Block]

17.       SUBSEQUENT EVENTS

See Note 8,"Long-Term Debt," to the unaudited condensed consolidated financial statements for information regarding October 2012 long-term debt redemptions and issuances.

On October 29, 2012, Hurricane Sandy caused extensive damage to NU's electric distribution system across all three states. For further information on Hurricane Sandy's impact on NU, see Note 3,"Regulatory Accounting," to the unaudited condensed consolidated financial statements.

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COMMON SHARESHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (NU)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

13.COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (NU)

A summary of the changes in Common Shareholders' Equity and Noncontrolling Interests of NU is as follows:

		For the Three Months Ended
		September 30, 2012								September 30, 2011
								Noncontrolling								Noncontrolling
		Common						Interest -		Common						Interest -
		Shareholders'		Noncontrolling		Total		Preferred Stock		Shareholders'		Noncontrolling		Total		Preferred Stock
(Millions of Dollars)		Equity		Interest		Equity		of Subsidiaries		Equity		Interest		Equity		of Subsidiaries
Balance as of Beginning
	of Period	$	9,067.6	$	-	$	9,067.6	$	155.6	$	3,915.1	$	1.8	$	3,916.9	$	116.2
Net Income			209.5		-		209.5		-		91.4		-		91.4		-
Dividends on Common Shares			(107.6)		-		(107.6)		-		(48.9)		-		(48.9)		-
Dividends on Preferred Stock			(1.9)		-		(1.9)		(1.9)		(1.4)		-		(1.4)		(1.4)
Issuance of Common Shares			0.8		-		0.8		-		0.9		-		0.9		-
Contributions to NPT			-		-		-		-		-		0.6		0.6		-
Other Transactions, Net			6.3		-		6.3		-		8.5		-		8.5		-
Net Income Attributable to
	Noncontrolling Interests		-		-		-		1.9		-		0.1		0.1		1.4
Other Comprehensive Income/(Loss)			2.2		-		2.2		-		(9.4)		-		(9.4)		-
Balance as of End of Period		$	9,176.9	$	-	$	9,176.9	$	155.6	$	3,956.2	$	2.5	$	3,958.7	$	116.2
		For the Nine Months Ended
		September 30, 2012								September 30, 2011
								Noncontrolling								Noncontrolling
		Common						Interest -		Common						Interest -
		Shareholders'		Noncontrolling		Total		Preferred Stock		Shareholders'		Noncontrolling		Total		Preferred Stock
(Millions of Dollars)		Equity		Interest		Equity		of Subsidiaries		Equity		Interest		Equity		of Subsidiaries
Balance as of Beginning
	of Period	$	4,012.7	$	3.0	$	4,015.7	$	116.2	$	3,811.2	$	1.5	$	3,812.7	$	116.2
Net Income			356.5		-		356.5		-		285.7		-		285.7		-
Purchase Price of NSTAR (1)			5,038.3		-		5,038.3		-		-		-		-		-
Other Impacts of Merger with
	NSTAR (2)		3.4		(3.4)		-		39.4		-		-		-		-
Dividends on Common Shares			(267.8)		-		(267.8)		-		(146.6)		-		(146.6)		-
Dividends on Preferred Stock			(5.1)		-		(5.1)		(5.1)		(4.2)		-		(4.2)		(4.2)
Issuance of Common Shares			12.2		-		12.2		-		5.1		-		5.1		-
Contributions to NPT			-		0.3		0.3		-		-		0.9		0.9		-
Other Transactions, Net			20.3		-		20.3		-		16.8		-		16.8		-
Net Income Attributable to
	Noncontrolling Interests		(0.1)		0.1		-		5.1		-		0.1		0.1		4.2
Other Comprehensive Income/(Loss)			6.5		-		6.5		-		(11.8)		-		(11.8)		-
Balance as of End of Period		$	9,176.9	$	0.0	$	9,176.9	$	155.6	$	3,956.2	$	2.5	$	3,958.7	$	116.2

• On April 10, 2012, in connection with the consummation of the merger with NSTAR, NU issued approximately 136 million common shares to the NSTAR shareholders.See Note 2, "Merger of NU and NSTAR," for further information.
• The preferred stock of NSTAR Electric is not subject to mandatory redemption and has been presented as a noncontrolling interest in NSTAR Electric in the accompanying unaudited condensed consolidated financial statements of NU. In addition, upon completion of the merger, an NSTAR subsidiary that held 25 percent of NPT was merged into NUTV, resulting in NUTV owning 100 percent of NPT. Accordingly, the noncontrolling interest balance was eliminated and 100 percent ownership of NPT is reflected in Common Shareholders' Equity as of September 30, 2012.

For the three and nine months ended September 30, 2012, there was no change in NU parent's 100 percent ownership of the common equity of CL&P.

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SHARE-BASED PAYMENTS

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

B.       Share-Based Payments

Share-based compensation awards are recorded using the fair value-based method at the date of grant. NU, CL&P, NSTAR Electric, PSNH and WMECO record compensation cost related to these awards, as applicable, for shares issued or sold to their respective employees and officers, as well as the allocation of costs associated with shares issued or sold to NU's service companies' employees and officers that support CL&P, NSTAR Electric, PSNH and WMECO.

Upon consummation of the merger with NSTAR, the NSTAR 1997 Share Incentive Plan and the NSTAR 2007 Long-Term Incentive Plan were assumed by NU. Share-based awards granted under the NSTAR Plans and held by NSTARemployees and officers were generally converted into outstanding NU share-based compensation awards with an estimated fair value of $53.2 million. Refer to Note 2, "Merger of NU and NSTAR," for further information regarding the merger transaction. Specifically, as of the merger closing, and as adjusted by the exchange ratio, (1) NU converted outstanding NSTAR stock options into 2,664,894NU stock options valued at $30.5million, (2) NU converted NSTARdeferred shares and NSTAR performance shares into 421,775 NU RSU's valued at $15.5 million, and (3) NU converted NSTAR RSU retention awards into 195,619 NU RSU retention awards valued at $7.2 million.

NU Incentive Plan: NU maintains long-term equity-based incentive plans under the NU Incentive Plan in which NU, CL&P, PSNH and WMECO employees, officers and board members are entitled to participate. The NU Incentive Plan was approved in 2007, and authorized NU to grant up to 4,500,000 new shares for various types of awards, including RSUs and performance shares, to eligible employees, officers, and board members. As of September 30, 2012 and December 31, 2011, NU had 2,501,295and 2,685,615common shares, respectively, available for issuance under the NU Incentive Plan. In addition to the NU Incentive Plan, NU maintains an ESPP for eligible employees.

NSTAR Incentive Plans: Awards may continue to be granted following the merger under the NSTAR 2007 Long-Term Incentive Plan; however, no additional awards will be granted under the NSTAR 1997 Share Incentive Plan. The aggregate number of common shares initially authorized for issuance under the NSTAR 2007 Long-Term Incentive Plan was 3,500,000. As of September 30, 2012, there were 977,922common shares available for issuance under the NSTAR 2007 Long-Term Incentive Plan.

NU accounts for its various share-based plans as follows:

• For grants of RSUs, NU records compensation expense, net of estimated forfeitures, on a straight-line basis over the vesting period based upon the fair value of NU's common shares at the date of grant. The par value of RSUs is reclassified to Common Stock from APIC as RSUs become issued as common shares.
• For grants of performance shares, NU records compensation expense, net of estimated forfeitures, on a straight-line basis over the vesting period. Performance shares vest based upon the extent to which Company goals are achieved. For the majority of performance shares, fair value is based upon the value of NU's common shares at the date of grant and compensation expense is recorded based upon the probable outcome of the achievement of Company targets. For the remaining performance shares, vesting is based upon the achievement of the Company's share price as compared to an index of similar equity securities. The fair value at the date of grant for these remaining performance shares was determined using a lattice model and compensation expense is recorded over the vesting period.
• For shares sold under the ESPP, no compensation expense is recorded, as the ESPP qualifies as a non-compensatory plan.

RSUs:NU granted RSUs under the 2004 through 2012 incentive programs that are subject to three-year graded vesting schedules for employees, and one-year graded vesting schedules for board members. RSUs are paid in shares, reduced by amounts sufficient to satisfy withholdings, subsequent to vesting. A summary of RSU transactions is as follows:

			Weighted Average
	RSUs		Grant-Date
RSUs	(Units)		Fair Value
Outstanding as of December 31, 2011		959,920	$	26.36
Granted		585,135	$	32.98
Converted NSTAR awards upon merger		617,394	$	36.79
Converted from NU performance shares upon merger		451,358	$	34.32
Shares issued		(304,014)	$	27.96
Forfeited		(95,156)	$	34.99
Outstanding as of September 30, 2012		2,214,637	$	32.07

As of September 30, 2012 and December 31, 2011, the number and weighted average grant-date fair value of unvested RSUs was 1,402,517and $34.69 per share, and 403,108and $28.70 per share, respectively. The number and weighted average grant-date fair value of RSUs vested during 2012 was 470,218 and $30.00per share, respectively. As of September 30, 2012, 812,120RSUs were fully vested and an additional 1,332,391are expected to vest.

Performance Shares: NU had granted performance shares under the annual Long-Term Incentive programs that vested based upon the extent to which the Company achieved targets at the end of three-year performance measurement periods. Performance shares are paid in shares, after the performance measurement period. A summary of performance share transactions is as follows:

	Performance		Weighted Average
	Shares		Grant-Date
Performance Shares	(Units)		Fair Value
Outstanding as of December 31, 2011		483,133	$	29.18
Granted		227,683	$	34.37
Converted to RSUs upon merger		(451,358)	$	34.32
Shares issued		(106,773)	$	24.52
Forfeited		-	$	-
Outstanding as of September 30, 2012		152,685	$	25.04

Upon closing of the merger with NSTAR, 451,358performance shares under the NU 2011 and 2012 Long-TermIncentive Programsconverted to RSUs according to the terms of these programs. The remaining performance shares were measured based upon a modified performance periodthrough the date of the merger,in accordance with the terms of the NU 2010 Incentive Program with distribution in 2013.

The total compensation cost recognized by NU, CL&P, NSTAR Electric, PSNH and WMECO for share-based compensation awards was as follows:

NU	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Compensation Cost Recognized	$	4.8	$	3.2	$	21.6	$	9.3
Associated Future Income Tax Benefit Recognized		1.9		1.3		8.7		3.7

	For the Three Months Ended
	September 30, 2012								September 30, 2011
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric(1)		PSNH		WMECO
Compensation Cost Recognized	$	0.9	$	0.5	$	0.4	$	0.2	$	1.9	$	1.9	$	0.6	$	0.4
Associated Future Income Tax Benefit Recognized		0.4		0.2		0.1		0.1		0.8		0.8		0.3		0.1
	For the Nine Months Ended
	September 30, 2012								September 30, 2011
(Millions of Dollars)	CL&P		NSTAR Electric(1)		PSNH		WMECO		CL&P		NSTAR Electric(1)		PSNH		WMECO
Compensation Cost Recognized	$	3.9	$	5.4	$	1.5	$	0.8	$	5.4	$	5.8	$	1.9	$	1.0
Associated Future Income Tax Benefit Recognized		1.6		2.1		0.6		0.3		2.2		2.3		0.7		0.4

• NSTAR Electric amounts are not included in NU consolidated for the three and nine months endedSeptember 30, 2011. NSTAR Electric amounts are included in NU consolidated from the date of the merger, April 10, 2012, through September 30, 2012.

As of September 30, 2012, there was $30.3million of total unrecognized compensation cost related to nonvested share-based awards for NU, $6.2million for CL&P, $8.6million for NSTAR Electric, $2.1million for PSNH and $1.3million for WMECO. This cost is expected to be recognized ratably over a weighted-average period of 2.08 years for NU, 2.17 years for CL&P, 1.91years for NSTAR Electric,1.97years for PSNH and1.96 years for WMECO.

For the nine months ended September 30, 2012 and 2011, additional tax benefits totaling $3.9 million and $1.4million, respectively, increased cash flows from financing activities.

Stock Options:Awards are available for grant under the NU Incentive Plan and the NSTAR 2007 Long-Term Incentive Plan. Options currently outstanding expire ten years from the date of grant and the fair value of each stock option grant was estimated using the Black-Scholes option pricing model. The weighted average remaining contractual lives for the options outstanding as of September 30, 2012 is 4.4years. A summary of stock option transactions is as follows:

			Exercise Price Per Share
						Weighted		Intrinsic Value
	Options		Range			Average		(Millions)
Outstanding and Exercisable as of December 31, 2011		47,374	$ 18.58	-	$ 18.90	$	18.78
Converted NSTAR options upon merger		2,664,894				$	23.99	$	34.1
Exercised		(405,551)				$	23.74	$	5.3
Forfeited and cancelled		-
Outstanding and Exercisable as of September 30, 2012		2,306,717	$ 18.45	-	$ 28.12	$	23.92	$	34.0

Cash received for options exercised during the nine months ended September 30, 2012 totaled $9.6million. The tax benefit realized from stock options exercised totaled $2.1million for the nine months ended September 30, 2012.

Employee Share Purchase Plan: NU maintains an ESPP for eligible employees, which allows for NU common shares to be purchased by employees at the end of successive six-month offering periods at 95 percent of the closing market price on the last day of each six-month period. Employees are permitted to purchase shares having a value not exceeding 25 percent of their compensation as of the beginning of the offering period up to a limit of $25,000 per annum. The ESPP qualifies as a non-compensatory plan under accounting guidance for share-based payments, and no compensation expense is recorded for ESPP purchases.

During 2012, employees purchased 39,422 shares at discounted prices of $33.01 and $37.89. Employees purchased 35,476 shares in 2011 at discounted prices of $31.27 and $32.30. As of September 30, 2012 and December 31, 2011, 857,280and 896,702shares, respectively, remained available for future issuance under the ESPP.

An income tax rate of 40 percent is used to estimate the tax effect on total share-based payments determined under the fair value-based method for all awards. The Company generally settles stock option exercises and fully vested RSUs and performance shares with the issuance of new common shares.

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Environmental Matters (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Site Contingency [Line Items]
Environmental Site Quantity	83	59
Site Contingency [Abstract]
HWP Reserve Amount	$ 2,100,000
Cumulative Payments Environmental Loss Contingencies	17,400,000
Cumulative Environmental Remediation Expense	19.5
Accrual For Environmental Loss Contingencies	38,600,000	31,700,000
MGP Site accrual [Member]
Site Contingency [Abstract]
Accrual For Environmental Loss Contingencies Component Amount	34,200,000	28,900,000
The Connecticut Light And Power Company [Member]
Site Contingency [Line Items]
Environmental Site Quantity	18	18
Site Contingency [Abstract]
Accrual For Environmental Loss Contingencies	3,200,000	2,900,000
Public Service Company Of New Hampshire [Member]
Site Contingency [Line Items]
Environmental Site Quantity	19	18
Site Contingency [Abstract]
Accrual For Environmental Loss Contingencies	5,200,000	6,600,000
Western Massachusetts Electric Company [Member]
Site Contingency [Line Items]
Environmental Site Quantity	10	10
Site Contingency [Abstract]
Accrual For Environmental Loss Contingencies	400,000	300,000
NSTAR Electric Company [Member]
Site Contingency [Line Items]
Environmental Site Quantity	14	13
Site Contingency [Abstract]
Accrual For Environmental Loss Contingencies	$ 1,400,000	$ 1,300,000

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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Long-term Debt [Text Block]

8.       LONG-TERM DEBT (NU, CL&P, NSTAR Electric, WMECO)

On March 22, 2012, NU parent issued $300 million of floating rate Series D Senior Notes with a maturity date of September 20, 2013. The notes have a coupon rate based on the three-month LIBOR rate plus a credit spread of 0.75 percent and will reset quarterly. The notes had an interest rate of 1.13 percentas of September 30, 2012. The proceeds, net of issuance expenses, were used to repay at maturity the NU parent $263 million SeriesA Senior Notes that matured on April 1, 2012, to repay short-term borrowings outstanding under the NU parent Credit Agreement and for other general corporate purposes. The indenture under which the bonds were issued requires NU to comply with certain covenants as are customarily included in such indentures.

On April 2, 2012, CL&P remarketed $62 million of tax-exempt PCRBs for a three-year period. The PCRBs, which mature on May 1, 2031, carry a coupon rate of 1.55 percent during the current three-year fixed rate period and are subject to mandatory tender for purchase on April 1, 2015.

On April 2, 2012, NU parent repaid its $263 million 7.25 percent Series A Senior Notes that matured on April1, 2012 with the proceeds from the issuance of floating rate Series D Senior Notes issued on March22, 2012.

In addition, as a result of consolidating CYAPC and YAEC, NU has consolidated $179.5 millionin additional spent nuclear fuel obligations as of September 30, 2012. The spent nuclear fuel obligation is payable to the DOE at any time prior to the first delivery to the DOE of spent nuclear fuel and radio-active waste used to generate electricity prior to April 7, 1983. Until payment is made to the DOE, the outstanding liability will continue to accrue interest at the 3-month Treasury bill yield rate.

NU, including CL&P, NSTAR Electric, PSNH and WMECO, was in compliance with all its debt covenants as of September 30, 2012.

On October 1, 2012, CL&P redeemed at par four different series of tax-exempt PCRBs totaling $116.4 million. The PCRBscarried coupons that ranged from 5.85 percent to 5.95 percent and maturitiesthat ranged from 2016 through 2028.On October 1, 2012, WMECO redeemed at par $53.8 million of tax-exempt PCRBs. The PCRBs had a maturity date of 2028 and a coupon of 5.85 percent.

On October 4, 2012, WMECO issued at a premium $150 million of senior unsecured notes at a yield of 2.673 percent that will mature on September 15, 2021. The senior unsecured notes are part of the same series of WMECO's existing 3.5 percent coupon Series F Notes that were initially issued in September 2011. As a result, the aggregate principal amount of WMECO's outstanding Series F Notes totaled $250 million.

On October 15, 2012, NSTAR Electric issued at a discount $400 million of 2.375 percent Debentures at a yield of 2.406 percent that will mature on October 15, 2022. The proceeds were used to pay $400 million of 4.875 percent Debentures that matured on October 15, 2012.

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PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

9.EMPLOYEE BENEFITS

• Pension Benefits and Postretirement Benefits Other Than Pensions

NUSCO sponsors a defined benefit retirement plan that covers nonbargaining unit employees (and bargaining unit employees, as negotiated), including CL&P, PSNH, and WMECO employees, hired before 2006 (or as negotiated, for bargaining unit employees) andNSTAR Electricserves as plan sponsor for a defined benefit retirement plan that covers substantially all employees of NSTAR Electric & Gas, which is a Northeast Utilities service company. Both plans are subject to the provisions of ERISA, as amended by the PPA of 2006. NU and NSTAR Electric & Gas each maintain SERPs and other non-qualified defined benefit plans, which provide benefits in excess of Internal Revenue Code limitations to eligible current and retired participants that would have otherwise been provided under the Pension Plans. Amounts related to these plans are included with the Pension Plans in the tables below.

NUSCO and NSTAR Electric & Gas also sponsor plans that provide certain retiree health care benefits, primarily medical and dental, and life insurance benefits through PBOP Plans and Group Welfare Benefit Plans to employees that meet certain age and service eligibility requirements. Under certain circumstances, eligible retirees are required to contribute to the costs of postretirement benefits.

The funded status of each of the plans is recorded on the respective sponsor's balance sheet: NUSCO (NUSCO pension, NUSCO PBOP and NUSCO SERP), NSTAR Electric (NSTAR pension) and NSTAR Electric & Gas (NSTAR SERP and PBOP). The NUSCO plans are accounted for under the multiple-employer approach, and therefore, the funded status of the NUSCO plans is allocated to and recorded on the balance sheets of CL&P, PSNH and WMECO. The NSTAR plans were accounted for under the multi-employer approach prior to the merger and NU continues to account for these plans under the multi-employer approach. Under multi-employer accounting, the funded status is recorded on the plan sponsor's balance sheet and other subsidiaries that participate in the plan record any unpaid contributions to the plan on their respective balance sheets. Accordingly, the balance sheet of NSTAR Electric reflects the full funded status of the NSTAR Pension Plan and does not reflect the funded status of the NSTAR PBOP or SERP plans.

The components of net periodic benefit expense for the Pension Plans (including the SERPs) and PBOP Plans, the portion of pension amounts capitalized relating to employees working on capital projects, andintercompany allocations to CL&P, NSTAR Electric, PSNH and WMECO not included in their respective net periodic benefit expense are as follows

	Pension and SERP Plans
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)	NU		NU		NU		NU
Service Cost	$	23.0	$	13.8	$	61.1	$	27.5
Interest Cost		53.3		38.3		144.7		76.5
Expected Return on Plan Assets		(59.5)		(42.7)		(161.3)		(85.8)
Actuarial Loss		47.4		21.1		125.0		42.1
Prior Service Cost		2.0		2.4		6.1		4.8
Total - Net Periodic Benefit Expense	$	66.2	$	32.9	$	175.6	$	65.1
Capitalized Pension Expense	$	19.2	$	7.8	$	49.5	$	23.5
	PBOP Plans and Group Welfare Benefit Plans
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)	NU		NU		NU		NU
Service Cost	$	4.4	$	2.3	$	11.3	$	6.8
Interest Cost		14.3		6.4		34.4		19.3
Expected Return on Plan Assets		(11.1)		(5.4)		(28.1)		(16.2)
Actuarial Loss		10.3		4.8		25.5		14.3
Prior Service Credit		(0.5)		(0.1)		(0.9)		(0.2)
Net Transition Obligation Cost		3.1		2.9		9.0		8.7
Total - Net Periodic Benefit Expense	$	20.5	$	10.9	$	51.2	$	32.7

		Pension and SERP Plans
		For the Three Months Ended September 30, 2012								For the Three Months Ended September 30, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric (1)		PSNH		WMECO		CL&P		Electric(1), (2)		PSNH		WMECO
Service Cost		$	5.4	$	7.6	$	2.9	$	1.0	$	4.9	$	6.5	$	2.6	$	1.0
Interest Cost			12.9		14.7		6.1		2.6		13.0		15.2		6.1		2.7
Expected Return on Plan Assets			(17.7)		(16.4)		(7.2)		(4.1)		(19.1)		(17.8)		(5.0)		(4.4)
Actuarial Loss			12.6		15.7		4.2		2.7		8.2		12.2		2.6		1.7
Prior Service Cost/(Credit)			0.9		(0.1)		0.4		0.2		1.1		(0.2)		0.5		0.2
Total - Net Periodic Benefit Expense		$	14.1	$	21.5	$	6.4	$	2.4	$	8.1	$	15.9	$	6.8	$	1.2
Related Intercompany
	Allocations	$	10.7	$	(3.0)	$	2.4	$	2.1	$	8.5	$	(2.3)	$	1.9	$	1.6
Capitalized Pension Expense		$	6.8	$	8.4	$	1.9	$	1.3	$	4.5	$	4.9	$	2.1	$	0.7
		Pension and SERP Plans
		For the Nine Months Ended September 30, 2012								For the Nine Months Ended September 30, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric(1), (2)		PSNH		WMECO		CL&P		Electric(1), (2)		PSNH		WMECO
Service Cost		$	16.3	$	22.7	$	8.8	$	3.1	$	14.6	$	19.5	$	7.9	$	3.0
Interest Cost			38.5		44.2		18.3		7.9		39.1		45.7		18.4		8.1
Expected Return on Plan Assets			(52.8)		(49.2)		(21.1)		(12.3)		(57.4)		(53.5)		(15.0)		(13.2)
Actuarial Loss			37.0		47.3		12.1		8.0		24.8		36.5		7.8		5.1
Prior Service Cost/(Credit)			2.7		(0.4)		1.1		0.6		3.1		(0.6)		1.5		0.6
Total - Net Periodic Benefit Expense		$	41.7	$	64.6	$	19.2	$	7.3	$	24.2	$	47.6	$	20.6	$	3.6
Related Intercompany
	Allocations	$	32.0	$	(9.2)	$	7.5	$	6.0	$	25.0	$	(6.8)	$	5.7	$	4.6
Capitalized Pension Expense		$	20.2	$	23.6	$	5.8	$	3.7	$	13.4	$	14.7	$	5.9	$	2.1

		PBOP Plans
		For the Three Months Ended September 30, 2012						For the Three Months Ended September 30, 2011
(Millions of Dollars)		CL&P			PSNH		WMECO	CL&P		PSNH		WMECO
Service Cost		$	0.8	$	0.5	$	0.1	$	0.7	$	0.5	$	0.2
Interest Cost			2.3		1.1		0.5		2.5		1.2		0.5
Expected Return on Plan Assets			(2.3)		(1.1)		(0.5)		(2.2)		(1.1)		(0.5)
Actuarial Loss			1.9		0.9		0.3		1.9		0.8		0.3
Net Transition Obligation Cost			1.5		0.6		0.3		1.5		0.6		0.3
Total - Net Periodic Benefit Expense		$	4.2	$	2.0	$	0.7	$	4.4	$	2.0	$	0.8
Related Intercompany
	Allocations	$	2.0	$	0.5	$	0.4	$	2.0	$	0.5	$	0.4
		PBOP Plans
		For the Nine Months Ended September 30, 2012						For the Nine Months Ended September 30, 2011
(Millions of Dollars)		CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
Service Cost		$	2.2	$	1.5	$	0.4	$	2.2	$	1.4	$	0.4
Interest Cost			6.9		3.4		1.5		7.5		3.6		1.6
Expected Return on Plan Assets			(6.8)		(3.4)		(1.6)		(6.5)		(3.3)		(1.5)
Actuarial Loss			5.7		2.7		0.9		5.4		2.4		0.9
Net Transition Obligation Cost			4.6		1.9		1.1		4.6		1.9		1.0
Total - Net Periodic Benefit Expense		$	12.6	$	6.1	$	2.3	$	13.2	$	6.0	$	2.4
Related Intercompany
	Allocations	$	5.9	$	1.5	$	1.1	$	6.2	$	1.5	$	1.1

• NSTAR Electric's pension amounts do not include SERP expense.
• NSTAR Electric's pension expense for the nine months ended September 30, 2012 included $21.6million of costs incurred prior to the closing of NSTAR's merger with NU. These amounts are not included in NU's net periodic benefit costs for the nine months ended September 30, 2012. The NSTAR Electric expenses are not included in the consolidated NU results for the three and nine months ended September 30, 2011.

NSTAR Electric PBOP Expense: NSTAR Electric participates in a PBOP Plan sponsored by NSTAR Electric& Gas. NSTAR Electric recognizes unpaid contributions that are due to NSTAR Electric & Gas as a liability on the accompanying unaudited condensed consolidated balance sheets. The funded status of the PBOP plan is reflected on NU's accompanying unaudited condensed consolidated balance sheet. However, the funded status of the PBOP plan is not reflected on NSTAR Electric's accompanying unaudited condensed consolidated balance sheets.For the three and nine months ended September 30, 2012, the net periodic postretirement benefit costs allocated to NSTAR Electric were $8.5 million and$25.6 million, respectively, of which $9 million was incurred prior to the closing of NSTAR's merger with NU. These amounts were $6.4million and $19.2million for the three and nine months ended September 30, 2011, respectively. These amounts are fully recovered from customers in cost-of-service regulated rates.

Curtailment Expense (SERP): NU recorded curtailment expense of $1.8million for the NUSCO SERPfor the nine months ended September 30, 2012 to reflect charges related to organization changes that occurred as a result of the merger.

Contributions:NU's policy is to annually fund the Pension Plansin an amount at least equal to an amount that will satisfy the requirements of ERISA, as amended by the PPA of 2006, and the Internal Revenue Code. Based on the current status of the NUSCO Pension Plan, NU is required to make a contribution to the NUSCO Pension Plan of $197.3million in 2012 to meet minimum funding requirements under the PPA. Contributions are being made in installments and began in January 2012. NU made contributions totaling $35.2million and $162.3million($87.7million of which was contributed by PSNH in the first quarter of 2012) for the three and nine months ended September 30, 2012, respectively. NSTAR Electric made contributions to the NSTAR Electric PensionPlan of $18.7 million and $25 million for the three and nine months ended September 30, 2012. NSTAR Electric does not anticipate additional contributions to the pension plan for the remainder of 2012. The actual level of funding may differ from this estimate.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Commitments and Contingencies Disclosure [Text Block]

10.       COMMITMENTS AND CONTINGENCIES

A.       Environmental Matters

General: NU, CL&P, NSTAR Electric, PSNH and WMECO are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or the remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current and former operating sites. NU, CL&P, NSTAR Electric, PSNH and WMECO have an active environmental auditing and training program and believe that they are substantially in compliance with all enacted laws and regulations.

The number of environmental sites and reserves related to these sites for which remediation or long-term monitoring, preliminary site work or site assessment are being performed are as follows:

	As of September 30, 2012						As of December 31, 2011
			Reserve					Reserve
	Number of Sites		(in millions)		Number of Sites			(in millions)
NU		83	$	38.6		59		$	31.7
CL&P		18		3.2		18			2.9
NSTAR Electric (1)		14		1.4		13			1.3
PSNH		19		5.2		18			6.6
WMECO		10		0.4		10			0.3

• The NSTAR Electric reserve balance and number of sites are not included in the NU consolidated balance as of December 31, 2011.

Included in the number of sites and reserve amounts above are former MGP sites that were operated several decades ago and manufactured gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment. The reserve balance for NU related to these former MGP sites was $34.2million and $28.9million as of September 30, 2012 and December 31, 2011, respectively, and relates primarily to the natural gas business segment.

HWP: HWP, a subsidiary of NU, continues to investigate the potential need for additional remediation at a river site in Massachusetts containing tar deposits associated with an MGP site that HWP sold to HG&E, a municipal utility, dating back to 1902. HWP shares responsibility for site remediation with HG&E and has conducted substantial investigative and remediation activities. The cumulative expense recorded to the reserve for this site since 1994 through September 30, 2012 was $19.5million, of which $17.4million had been spent, leaving $2.1million in the reserve as of September 30, 2012. There were no charges to the reserve for the three or nine months ended September 30, 2012 or 2011. HWP's share of the costs related to this site is not recoverable from customers.

The $2.1million reserve balance as of September 30, 2012 represents estimated costs that HWP considers probable over the remaining life of the project, including testing and related costs in the near term and field activities to be agreed upon with the MA DEP, further studies and long-term monitoring that are expected to be required by the MA DEP, and certain soft tar remediation activities. Various factors could affect management's estimates and require an increase to the reserve, which would be reflected as a charge to Net Income. Although a material increase to the reserve is not presently anticipated, management cannot reasonably estimate potential additional investigation or remediation costs because these costs would depend on, among other things, the nature, extent and timing of additional investigation and remediation that may be required by the MA DEP.

B.       Long-Term Contractual Arrangements

For information regarding long-term contractual obligations as of December 31, 2011, see Note 12B, "Commitments and Contingencies – Long-Term Contractual Arrangements," of the NU2011 Form 10-K, Note P, "Commitments and Contingencies," of the NSTAR 2011 Form 10-K and Note K, "Commitments and Contingencies," of the NSTAR Electric 2011 Form 10-K.

Estimated Future Annual Costs:As a result of the merger, the NU estimated future annual costs of significant long-term contractual arrangements as of September 30, 2012now incorporate commitments for NSTAR, which are as follows:

	October - December
(Millions of Dollars)	2012		2013		2014		2015		2016		Thereafter		Totals
Supply/Stranded Cost Contracts/Obligations	$	8.1	$	28.7	$	33.0	$	32.9	$	12.6	$	7.1	$	122.4
Renewable Energy Supply Contracts		16.8		87.3		86.6		87.9		52.1		252.8		583.5
Transmission Support Commitments		1.0		3.7		3.6		3.5		0.0		0.0		11.8
Natural Gas Procurement Contracts		54.3		54.0		47.5		24.7		21.6		78.5		280.6
Future Minimum Operating Lease Payments		3.2		11.5		8.4		7.3		5.7		12.2		48.3
Electric Interconnection Agreement		0.9		3.4		3.4		3.4		3.3		41.1		55.5
Totals	$	84.3	$	188.6	$	182.5	$	159.7	$	95.3	$	391.7	$	1,102.1

Merger-Related Commitments: The preceding table does not include the commitments made in connection with the Connecticut and Massachusetts settlement agreements, including NSTAR Electric's commitment to enter into a 15-year agreement to purchase 129MW of renewable energy from a wind facility to be constructed off shore.

C.       Deferred Contractual Obligations

CL&P, NSTAR Electric, PSNH and WMECO have decommissioning and plant closure cost obligations to the Yankee Companies, which have each completed the physical decommissioning of their respective nuclear facilities and are now engaged in the long-term storage of their spent fuel. The Yankee Companies collect decommissioning and closure costs through wholesale, FERC-approved rates charged under power purchase agreements with several New England utilities, including CL&P, NSTAR Electric, PSNH and WMECO. These companies in turn recover these costs from their customers through state regulatory commission-approved retail rates.

CL&P, NSTAR Electric, PSNH and WMECO's percentage share of the obligations to support the Yankee Companies under FERC-approved rate tariffs is the same as their respective ownership percentages in the Yankee Companies.

The Yankee Companies are currently collecting amounts that management believes are adequate to recover the remaining decommissioning and closure cost estimates for the respective plants. Management believes CL&P, NSTAR Electric and WMECO will recover their shares of these decommissioning and closure obligations from their customers. PSNH has already recovered its share of these costs from its customers.

Spent Nuclear Fuel Litigation:

DOE Phase I Damages - In 1998, CYAPC, YAEC and MYAPC (Yankee Companies) filed separate complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal by January 31, 1998 pursuant to the terms of the 1983 spent fuel and high level waste disposal contracts between the Yankee Companies and the DOE (DOE Phase I Damages). In a ruling released on October 4, 2006, the Court of Federal Claims held that the DOE was liable for damages to CYAPC for $34.2 million through 2001, YAEC for $32.9 million through 2001 and MYAPC for $75.8 million through 2002.

In December 2006, the DOE appealed the ruling, and the Yankee Companies filed cross-appeals. The Court of Appeals issued its decision on August 7, 2008, effectively agreeing with the trial court's findings as to the liability of the DOE but disagreeing with the method that the trial court used to calculate damages. The Court of Appeals vacated the decision and remanded the case for new findings consistent with its decision.

On September 7, 2010, the trial court issued its decision following remand, and judgment on the decision was entered on September 9, 2010. The judgment awarded CYAPC $39.7 million, YAEC $21.2 million and MYAPC $81.7 million. The DOE filed an appeal and the Yankee Companies cross-appealed on November 8, 2010. Briefs were filed and oral arguments in the appeal of the remanded case occurred on November 7, 2011. On May 18, 2012, the U.S. Court of Appeals for the Federal Circuit issued a unanimous panel decision in favor of the Yankee Companies upholding the trial court's awards to each company in the remanded cases, and increasing YAEC damages by approximately $17 million to cover certain wet pool operating expenses. On August 1, 2012, the DOE filed a petition asking the U.S. Court of Appeals for the Federal Circuit to reconsider its unanimous panel decision in favor of the Yankee Companies upholding the trial court's awards to each company in the remanded cases. On September 5, 2012, the U.S. Court of Appeals for the Federal Circuit denied the DOE's petition. As a result, the decision becomes final and non-appealable unless, within 90 days, the DOE files a petition for certiorari with the U.S. Supreme Court. Interest on the judgments does not start to accrue until all appeals have been decided and/or all appeal periods have expired without appeals being filed. The application of any damages, which are ultimately recovered to benefit customers, is established in the Yankee Companies' FERC-approved rate settlement agreements, although implementation will be subject to the final determination of the FERC.

DOE Phase II Damages -In December 2007, the Yankee Companies also filed subsequent lawsuits against the DOE seeking recovery of additional damages incurred in the years following 2001 and 2002 related to the alleged failure of the DOE to provide for a permanent facility to store spent nuclear fuel generated in years after 2001 for CYAPC and YAEC and after 2002 for MYAPC (DOE Phase II Damages). On November 18, 2011, the court ordered the record closed in the YAEC case, and closed the record in the CYAPC and MYAPC cases subject to a limited opportunity of the DOE to reopen the records for further limited proceedings. The record is now closed, all post-trial briefing has been completed, and the case is awaiting the court decision.

The refund to CL&P, NSTAR Electric, PSNH and WMECO of any damages that may be recovered from the DOE will be realized through the Yankee Companies' FERC-approved rate settlement agreements, subject to final determination of the FERC. CL&P, NSTAR Electric, PSNH and WMECO cannot at this time determine the timing or amount of any ultimate recovery the Yankee Companies may obtain from the DOE on this matter. However, NU believes that any net settlement proceeds it receives would be incorporated into FERC-approved recoveries, which would be passed on to its customers through reduced charges.

D.       Guarantees and Indemnifications

NU parent, or NSTAR LLC, as applicable, provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, in the form of guarantees in the normal course of business.

NU provided guarantees and various indemnifications on behalf of external parties as a result of the sales of former subsidiaries of NU Enterprises, with maximum exposures either not specified or not material.

NU also issued a guaranty for the benefit of Hydro Renewable Energy under which, beginning at the time the Northern Pass Transmission line goes into commercial operation, NU will guarantee the financial obligations of NPT under the TSA in an amount not to exceed $25million. NU's obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations.

Management does not anticipate a material impact to Net Income to result from these various guarantees and indemnifications.

The following table summarizes NU's guarantees of its subsidiaries, including CL&P, NSTAR Electric, PSNH, and WMECO, as of September 30, 2012:

		Maximum
		Exposure
Subsidiary	Description	(in millions)			Expiration Dates
					October 2012 -
Various	Surety Bonds	$	33.2			November 2015 (1)
Various	NE Hydro Companies' Long-Term Debt	$	6.1			Unspecified
NUSCO and RRR	Lease Payments for Vehicles and Real Estate	$	21		2019 and 2024
NU Enterprises	Surety Bonds, Insurance Bonds and Performance Guarantees	$	111.2	(2)	(2)

(1)       Surety bond expiration dates reflect bond termination dates, the majority of which will be renewed or extended.

(2)       The maximum exposure includes $40.3million related to performance guarantees on wholesale purchase contracts, which expire in 2013. The maximum exposure also includes $14million related to a performance guarantee for which no maximum exposure is specified in the agreement. The maximum exposure was calculated as of September 30, 2012based on limits of the liability contained in the underlying service contract and assumes that NU Enterprises will perform under that contract through its expiration in 2020. Also included in the maximum exposure is $1.2 million related to insurance bonds with no expiration date that are billed annually on their anniversary date. The remaining $55.7 million of maximum exposure relates to surety bonds covering ongoing projects, which expire upon project completion.

Many of the underlying contracts that NU parent guarantees, as well as certain surety bonds, contain credit ratings triggers that would require NU parent to post collateral in the event that the unsecured debt credit ratings of NU, or NSTAR LLC, as applicable, are downgraded below investment grade.

E.       FERC Base ROE Complaint

On September 30, 2011, several New England state attorneys general, state regulatory commissions, consumer advocates and other parties filed a joint complaint with the FERC under Sections 206 and 306 of the Federal Power Act alleging that the base ROE used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by New England transmission owners, including CL&P, NSTAR Electric, PSNH and WMECO, is unjust and unreasonable. The complainants asserted that the current 11.14 percent rate, which became effective in 2006, is excessive due to changes in the capital markets and are seeking an order to reduce the rate, effective September 30, 2011. In response, the New England transmission owners filed testimony and analysis based on standard FERC methodology and precedent, demonstrating that the base ROE of 11.14 percent remained just and reasonable.

On May 3, 2012, the FERC issued an order establishing hearing and settlement procedures for the complaint. The settlement proceedings were subsequently terminated, as the parties had reached an impasse in their efforts to reach a settlement. In August 2012, the FERC trial judge assigned to the complaint established a schedule for the trial phase of the proceedings. Complainant testimony was filed on October 1, 2012, which supported a base ROE of 9 percent. Additional testimony was filed on October 1, 2012 by a group of Massachusetts municipal electric companies, which recommended a base ROE of 8.2 percent. The New England Transmission owners are scheduled to file their testimony on November 20, 2012. Hearings are scheduled for May 2013 and a trial judge's recommended decision is due in September 2013. A decision from FERC commissioners is expected in 2014. Changes, if any, to the NU transmission companies' base ROE would be retroactive to October 1, 2011.

F.       DPU Safety and Reliability Programs - CPSL (NSTAR Electric)

NSTAR Electric recovers incremental costs related to the Double Pole Inspection Program, Replacement/Restoration and Transfer Program and the Underground Electric Safety Program, which includes stray-voltage remediation, manhole inspections, repairs, and upgrades, in accordance with this DPU approved program. Recovery of these CPSL costs is subject to review and approval by the DPU through a rate-reconciling mechanism. From 2006 through September 2012, cumulative costs associated with the CPSL program have resulted in an incremental revenue requirement to customers of approximately $95 million. These amounts include incremental operations and maintenance costs and the related revenue requirement for specific capital investment relative to the CPSL programs.

On May 28, 2010, the DPU issued an order on NSTAR Electric's 2006 CPSL cost recovery filing (the May 2010 Order). The May 2010 Order is the basis that NSTAR Electric uses for recognizing revenue for the CPSL programs. On October 8, 2010, NSTAR Electric submitted a Compliance Filing with the DPU reconciling the cumulative CPSL program activity for the periods 2006 through 2009 in order to determine a proposed rate adjustment effective on January 1, 2011. The DPU allowed the proposed rates for the CPSL programs to go into effect on that date, subject to final reconciliation of CPSL program costs through a future DPU proceeding.

NSTAR Electric cannot predict the timing of any subsequent DPU order related to its CPSL filings for the period 2006 through 2009, or any period thereafter. Therefore, NSTAR Electric continues to record its revenues under the CPSL programs based on the May 2010 Order. Should any subsequent DPU order be different than the conclusion of the May 2010 Order it could have a material impact on NSTAR Electric's results of operations, financial position and cash flows.

The comprehensive settlement agreement with the Massachusetts Attorney General stipulates a revenue requirement of up to $15 million per year for 2012 through 2015 in order to continue these programs. CPSL revenues will end once NSTAR Electric has recovered its 2015-related CPSL costs. Realization of these revenues is subject to maintaining certain performance metrics and DPU approval.

G.       Basic Service Bad Debt Adder (NSTAR Electric)

In accordance with a generic DPU order, electric utilities in Massachusetts recover the energy-related portion of bad debt costs in their Basic Service rates. On February 7, 2007, NSTAR Electric filed its 2006 Basic Service reconciliation with the DPU proposing an adjustment related to the increase of its Basic Service bad debt charge-offs. On June 28, 2007, the DPU issued an order approving the implementation of a revised Basic Service rate. However, the DPU instructed NSTAR Electric to reduce distribution rates by an amount equal to the increase in its Basic Service bad debt charge-offs. This adjustment to NSTAR Electric's distribution rates would eliminate the fully reconciling nature of the Basic Service bad debt adder.

NSTAR Electric deferred the unrecovered costs associated with energy-related bad debt as a regulatory asset, which totaled approximately $34 million as of December 31, 2011, as NSTAR Electric had concluded that these costs were probable of recovery in future rates. On June 18, 2010, NSTAR Electric filed an appeal of the DPU's order with the SJC, which was heard by the SJC in December 2011. On April 11, 2012, the SJC issued a procedural order waiving its standing 130-day rule for issuance of an order on the matter. Due to the delay, NSTAR Electric concluded that while an ultimate outcome on the matter in its favor remained "more likely than not," it could no longer be deemed "probable." As a result, as of March 31, 2012, NSTAR Electric recognized a reserve of $28 million ($17 million after-tax) as a charge to Operations and Maintenance in the first quarter of 2012 to reserve the related regulatory asset on its balance sheet.

On June 4, 2012, the SJC vacated the DPU's June 28, 2007 order and remanded the matter to the DPU for a "statement of reasons, including subsidiary findings, of its conclusion of law and relevant facts." The continued uncertainty of the outcome of the DPU's proceeding leaves NU and NSTAR Electric unable to conclude that it is probable that the previously reserved amount will ultimately be recovered and therefore will continue to maintain a reserve on this amount until the ultimate outcome is determined by the DPU.

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Basic Service Bad Debt Adder (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012
Notes To Consolidated Financial Statements [Abstract]
Deferred Costs Associated With Bad Debt Adder At Nstar Electric	$ 34.0
Before Tax Reserve For Bad Debt Service Adder	28.0
After Tax Bad Debt Service Adder Reserve	$ 17.0

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	$ 155,568,000	$ 116,200,000
Rate Reduction Bonds	101,347,000	112,260,000
Carrying Reported Amount Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	155,600,000	116,200,000
Rate Reduction Bonds	101,300,000	112,300,000
Other Long Term Debt	7,612,300,000	4,950,700,000
Estimate Of Fair Value Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	154,000,000	105,100,000
Rate Reduction Bonds	103,000,000	116,800,000
Other Long Term Debt	8,378,500,000	5,517,000,000
The Connecticut Light And Power Company [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	116,200,000	116,200,000
The Connecticut Light And Power Company [Member] | Carrying Reported Amount Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	116,200,000	116,200,000
Other Long Term Debt	2,584,200,000	2,587,800,000
The Connecticut Light And Power Company [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	112,000,000	105,100,000
Other Long Term Debt	3,063,000,000	2,987,100,000
Public Service Company Of New Hampshire [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Rate Reduction Bonds	44,103,000	85,368,000
Public Service Company Of New Hampshire [Member] | Carrying Reported Amount Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Rate Reduction Bonds	44,100,000	85,400,000
Other Long Term Debt	997,900,000	999,500,000
Public Service Company Of New Hampshire [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Rate Reduction Bonds	44,600,000	88,800,000
Other Long Term Debt	1,098,000,000	1,075,200,000
Western Massachusetts Electric Company [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Rate Reduction Bonds	13,751,000	26,892,000
Western Massachusetts Electric Company [Member] | Carrying Reported Amount Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Rate Reduction Bonds	13,800,000	26,900,000
Other Long Term Debt	499,700,000	501,100,000
Western Massachusetts Electric Company [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Rate Reduction Bonds	14,000,000	28,100,000
Other Long Term Debt	564,300,000	539,800,000
NSTAR Electric Company [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	43,000,000	43,000,000
Rate Reduction Bonds	43,493,000	127,860,000
NSTAR Electric Company [Member] | Carrying Reported Amount Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	43,000,000	43,000,000
Rate Reduction Bonds	43,500,000	127,900,000
Other Long Term Debt	1,603,600,000	1,605,100,000
NSTAR Electric Company [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	42,000,000	41,200,000
Rate Reduction Bonds	44,300,000	131,200,000
Other Long Term Debt	$ 1,846,400,000	$ 1,816,100,000

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Deferred Contractual Obligations (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012
Notes To Consolidated Financial Statements [Abstract]
Court Of Federal Claims Ruling To CYAPC	$ 34.2
Court Of Federal Claims Ruling To YAEC	32.9
Court Of Federal Claims Ruling MYAPC	75.8
Trial Court Ruling To CYAPC	39.7
Trial Court Ruling To YAEC	21.2
Trial Court Ruling To MYAPC	81.7
Court Of Federal Appeals Ruling Increase To YAEC Damages	$ 17.0

XML

Pension Benefits and Postretirement Benefits Other Than Pensions (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Net Benefit Costs [Table Text Block]

	Pension and SERP Plans
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)	NU		NU		NU		NU
Service Cost	$	23.0	$	13.8	$	61.1	$	27.5
Interest Cost		53.3		38.3		144.7		76.5
Expected Return on Plan Assets		(59.5)		(42.7)		(161.3)		(85.8)
Actuarial Loss		47.4		21.1		125.0		42.1
Prior Service Cost		2.0		2.4		6.1		4.8
Total - Net Periodic Benefit Expense	$	66.2	$	32.9	$	175.6	$	65.1
Capitalized Pension Expense	$	19.2	$	7.8	$	49.5	$	23.5
	PBOP Plans and Group Welfare Benefit Plans
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
(Millions of Dollars)	NU		NU		NU		NU
Service Cost	$	4.4	$	2.3	$	11.3	$	6.8
Interest Cost		14.3		6.4		34.4		19.3
Expected Return on Plan Assets		(11.1)		(5.4)		(28.1)		(16.2)
Actuarial Loss		10.3		4.8		25.5		14.3
Prior Service Credit		(0.5)		(0.1)		(0.9)		(0.2)
Net Transition Obligation Cost		3.1		2.9		9.0		8.7
Total - Net Periodic Benefit Expense	$	20.5	$	10.9	$	51.2	$	32.7

		Pension and SERP Plans
		For the Three Months Ended September 30, 2012								For the Three Months Ended September 30, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric (1)		PSNH		WMECO		CL&P		Electric(1), (2)		PSNH		WMECO
Service Cost		$	5.4	$	7.6	$	2.9	$	1.0	$	4.9	$	6.5	$	2.6	$	1.0
Interest Cost			12.9		14.7		6.1		2.6		13.0		15.2		6.1		2.7
Expected Return on Plan Assets			(17.7)		(16.4)		(7.2)		(4.1)		(19.1)		(17.8)		(5.0)		(4.4)
Actuarial Loss			12.6		15.7		4.2		2.7		8.2		12.2		2.6		1.7
Prior Service Cost/(Credit)			0.9		(0.1)		0.4		0.2		1.1		(0.2)		0.5		0.2
Total - Net Periodic Benefit Expense		$	14.1	$	21.5	$	6.4	$	2.4	$	8.1	$	15.9	$	6.8	$	1.2
Related Intercompany
	Allocations	$	10.7	$	(3.0)	$	2.4	$	2.1	$	8.5	$	(2.3)	$	1.9	$	1.6
Capitalized Pension Expense		$	6.8	$	8.4	$	1.9	$	1.3	$	4.5	$	4.9	$	2.1	$	0.7
		Pension and SERP Plans
		For the Nine Months Ended September 30, 2012								For the Nine Months Ended September 30, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric(1), (2)		PSNH		WMECO		CL&P		Electric(1), (2)		PSNH		WMECO
Service Cost		$	16.3	$	22.7	$	8.8	$	3.1	$	14.6	$	19.5	$	7.9	$	3.0
Interest Cost			38.5		44.2		18.3		7.9		39.1		45.7		18.4		8.1
Expected Return on Plan Assets			(52.8)		(49.2)		(21.1)		(12.3)		(57.4)		(53.5)		(15.0)		(13.2)
Actuarial Loss			37.0		47.3		12.1		8.0		24.8		36.5		7.8		5.1
Prior Service Cost/(Credit)			2.7		(0.4)		1.1		0.6		3.1		(0.6)		1.5		0.6
Total - Net Periodic Benefit Expense		$	41.7	$	64.6	$	19.2	$	7.3	$	24.2	$	47.6	$	20.6	$	3.6
Related Intercompany
	Allocations	$	32.0	$	(9.2)	$	7.5	$	6.0	$	25.0	$	(6.8)	$	5.7	$	4.6
Capitalized Pension Expense		$	20.2	$	23.6	$	5.8	$	3.7	$	13.4	$	14.7	$	5.9	$	2.1

		PBOP Plans
		For the Three Months Ended September 30, 2012						For the Three Months Ended September 30, 2011
(Millions of Dollars)		CL&P			PSNH		WMECO	CL&P		PSNH		WMECO
Service Cost		$	0.8	$	0.5	$	0.1	$	0.7	$	0.5	$	0.2
Interest Cost			2.3		1.1		0.5		2.5		1.2		0.5
Expected Return on Plan Assets			(2.3)		(1.1)		(0.5)		(2.2)		(1.1)		(0.5)
Actuarial Loss			1.9		0.9		0.3		1.9		0.8		0.3
Net Transition Obligation Cost			1.5		0.6		0.3		1.5		0.6		0.3
Total - Net Periodic Benefit Expense		$	4.2	$	2.0	$	0.7	$	4.4	$	2.0	$	0.8
Related Intercompany
	Allocations	$	2.0	$	0.5	$	0.4	$	2.0	$	0.5	$	0.4
		PBOP Plans
		For the Nine Months Ended September 30, 2012						For the Nine Months Ended September 30, 2011
(Millions of Dollars)		CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
Service Cost		$	2.2	$	1.5	$	0.4	$	2.2	$	1.4	$	0.4
Interest Cost			6.9		3.4		1.5		7.5		3.6		1.6
Expected Return on Plan Assets			(6.8)		(3.4)		(1.6)		(6.5)		(3.3)		(1.5)
Actuarial Loss			5.7		2.7		0.9		5.4		2.4		0.9
Net Transition Obligation Cost			4.6		1.9		1.1		4.6		1.9		1.0
Total - Net Periodic Benefit Expense		$	12.6	$	6.1	$	2.3	$	13.2	$	6.0	$	2.4
Related Intercompany
	Allocations	$	5.9	$	1.5	$	1.1	$	6.2	$	1.5	$	1.1

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REGULATORY ACCOUNTING (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Regulatory Asset [Line Items]
Regulatory Assets Current	$ 647,615,000	$ 255,144,000
Regulatory Assets Long Term	5,008,034,000	3,267,710,000
Regulatory Assets, Total	5,655,600,000	3,522,800,000
Regulatory Assets And Liabilities Other Disclosures Abstract
Description of Regulatory Costs Not yet Approved	Regulatory Costs Not Yet Approved: Additionally, the Regulated companies had $57 million ($4.1 million for CL&P, $24.4 million for NSTAR Electric, $23.4 million for PSNH and $1.6 million for WMECO) and $32.4 million ($5 million for CL&P, $22.4 million for PSNH and $1.6 million for WMECO) of regulatory costs as of September 30, 2012 and December 31, 2011, respectively, which were included in Other Long-Term Assets on the accompanying unaudited condensed consolidated balance sheets. For comparative purposes, NSTAR Electric had $9.5 million of such regulatory costs as of December 31, 2011. These amounts represent incurred costs that have not yet been approved for recovery by the applicable regulatory agency. Management believes it is probable that these costs will be recovered in future cost-of-service regulated rates.
Regulatory Liabilities [Line Items]
Regulatory Liability Current	226,606,000	167,844,000
Regulatory Liabilities Long-Term	561,555,000	266,145,000
Regulatory Liabilities, Total	788,200,000	433,900,000
Cost Of Removal [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	447,200,000	172,200,000
Regulatory Tracker Deferrals Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	171,200,000	139,100,000
AFUDC Transmission Incentive [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	70,200,000	67,000,000
Overrecovered Spent Nuclear Fuel Costs And Contractual Obligations [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	15,400,000	15,400,000
Wholesale Transmission Overcollections [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	1,600,000	9,600,000
Other Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	82,600,000	30,600,000
The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets Current	186,594,000	170,197,000
Regulatory Assets Long Term	1,998,426,000	2,103,830,000
Regulatory Assets, Total	2,185,000,000	2,274,000,000
Regulatory Assets And Liabilities Other Disclosures Abstract
Major Storm Costs Incurred, Tropical Storm Irene And October 2011 Snowstorm	Storm Costs: On August 1, 2012, PURA issued a final decision in the investigation of CL&P’s performance related to both Tropical Storm Irene and the October 2011 snowstorm. The decision identified certain penalties that could be imposed on CL&P during its next rate case, including a reduction in allowed regulatory ROE and the disallowance of certain deferred storm restoration costs. However, PURA will consider and weigh the extent to which CL&P has taken steps in its restructuring of storm management and the establishment of new practices for execution in future storm response in determining any potential penalties. At this time, management cannot estimate the impact on CL&P’s financial position, results of operations or cash flows. CL&P continues to believe that its response to these events was prudent, is consistent with industry standards, and that it is probable it will be able to recover its deferred costs. As of September 30, 2012, CL&P had recorded total deferred storm costs relating to Tropical Storm Irene and the October 2011 snowstorm of $284.9 million. The storm cost deferral regulatory asset balance is net of a reserve of $40 million recorded in connection with the Connecticut settlement agreement. See Note 2, "Merger of NU and NSTAR," for further information.
Regulatory Liabilities [Line Items]
Regulatory Liability Current	90,208,000	108,291,000
Regulatory Liabilities Long-Term	130,116,000	139,307,000
Regulatory Liabilities, Total	220,300,000	247,600,000
The Connecticut Light And Power Company [Member] | Cost Of Removal [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	47,100,000	63,800,000
The Connecticut Light And Power Company [Member] | Regulatory Tracker Deferrals Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	86,300,000	94,400,000
The Connecticut Light And Power Company [Member] | AFUDC Transmission Incentive [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	56,800,000	57,700,000
The Connecticut Light And Power Company [Member] | Overrecovered Spent Nuclear Fuel Costs And Contractual Obligations [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	15,400,000	15,400,000
The Connecticut Light And Power Company [Member] | Wholesale Transmission Overcollections [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	3,000,000	4,500,000
The Connecticut Light And Power Company [Member] | Other Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	11,700,000	11,800,000
NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets Current	337,575,000	323,871,000
Regulatory Assets Long Term	1,510,087,000	1,680,595,000
Regulatory Assets, Total	1,847,700,000	2,004,500,000
Regulatory Liabilities [Line Items]
Regulatory Liability Current	84,476,000	41,579,000
Regulatory Liabilities Long-Term	256,542,000	239,858,000
Regulatory Liabilities, Total	341,000,000	281,500,000
NSTAR Electric Company [Member] | Cost Of Removal [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	242,200,000	235,800,000
NSTAR Electric Company [Member] | Regulatory Tracker Deferrals Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	43,700,000	11,700,000
NSTAR Electric Company [Member] | AFUDC Transmission Incentive [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	4,100,000	4,300,000
NSTAR Electric Company [Member] | Other Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	51,000,000	29,700,000
Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets Current	34,767,000	34,178,000
Regulatory Assets Long Term	322,896,000	393,941,000
Regulatory Assets, Total	357,700,000	428,100,000
Regulatory Liabilities [Line Items]
Regulatory Liability Current	18,373,000	24,500,000
Regulatory Liabilities Long-Term	53,418,000	54,415,000
Regulatory Liabilities, Total	71,800,000	78,900,000
Public Service Company Of New Hampshire [Member] | Cost Of Removal [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	52,200,000	53,200,000
Public Service Company Of New Hampshire [Member] | Regulatory Tracker Deferrals Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	16,300,000	17,300,000
Public Service Company Of New Hampshire [Member] | AFUDC Transmission Incentive [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	0	0
Public Service Company Of New Hampshire [Member] | Wholesale Transmission Overcollections [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	0	2,600,000
Public Service Company Of New Hampshire [Member] | Other Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	3,300,000	5,800,000
Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets Current	34,839,000	35,520,000
Regulatory Assets Long Term	213,928,000	233,247,000
Regulatory Assets, Total	248,700,000	268,700,000
Regulatory Liabilities [Line Items]
Regulatory Liability Current	22,479,000	33,056,000
Regulatory Liabilities Long-Term	9,708,000	16,597,000
Regulatory Liabilities, Total	32,200,000	49,700,000
Western Massachusetts Electric Company [Member] | Cost Of Removal [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	0	7,200,000
Western Massachusetts Electric Company [Member] | Regulatory Tracker Deferrals Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	18,200,000	21,300,000
Western Massachusetts Electric Company [Member] | AFUDC Transmission Incentive [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	9,300,000	9,300,000
Western Massachusetts Electric Company [Member] | Wholesale Transmission Overcollections [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	2,600,000	9,500,000
Western Massachusetts Electric Company [Member] | Other Regulatory Liabilities [Member]
Regulatory Liabilities [Line Items]
Regulatory Liabilities, Total	2,100,000	2,400,000
Deferred Benefit Costs [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	2,374,300,000	1,360,500,000
Deferred Benefit Costs [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	516,700,000	572,800,000
Deferred Benefit Costs [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	811,900,000	813,700,000
Deferred Benefit Costs [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	178,100,000	200,000,000
Deferred Benefit Costs [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	107,600,000	118,900,000
Regulatory Assets Offsetting Derivative Liabilities [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	908,900,000	939,600,000
Regulatory Assets Offsetting Derivative Liabilities [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	891,000,000	932,000,000
Regulatory Assets Offsetting Derivative Liabilities [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	13,800,000	3,400,000
Regulatory Assets Offsetting Derivative Liabilities [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	0	0
Regulatory Assets Offsetting Derivative Liabilities [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	3,700,000	7,300,000
Goodwill [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	542,600,000
Goodwill [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	465,900,000	478,900,000
Deferred Income Tax Charges Member
Regulatory Asset [Line Items]
Regulatory Assets, Total	511,200,000	425,400,000
Deferred Income Tax Charges Member | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	364,100,000	339,600,000
Deferred Income Tax Charges Member | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	47,500,000	48,800,000
Deferred Income Tax Charges Member | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	36,000,000	38,000,000
Deferred Income Tax Charges Member | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	30,200,000	17,800,000
Storm Cost Deferrals [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	369,500,000	356,000,000
Storm Cost Deferrals [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	255,700,000	268,300,000
Storm Cost Deferrals [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	36,900,000	30,600,000
Storm Cost Deferrals [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	36,700,000	44,000,000
Storm Cost Deferrals [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	40,200,000	43,700,000
Securitized Assets [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	293,000,000	101,800,000
Securitized Assets [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	0	0
Securitized Assets [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	246,500,000	368,500,000
Securitized Assets [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	34,200,000	76,400,000
Securitized Assets [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	12,300,000	25,400,000
Unrecovered Contractual Obligations [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	215,800,000	100,900,000
Unrecovered Contractual Obligations [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	68,200,000	80,900,000
Unrecovered Contractual Obligations [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	24,800,000	30,800,000
Unrecovered Contractual Obligations [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	0	0
Unrecovered Contractual Obligations [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	16,200,000	20,000,000
Power Contracts Buy Out Agreements [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	99,300,000	8,600,000
Power Contracts Buy Out Agreements [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	91,900,000	109,500,000
Power Contracts Buy Out Agreements [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	7,400,000	8,600,000
Regulatory Tracker Deferrals Regulatory Assets [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	132,100,000	45,900,000
Regulatory Tracker Deferrals Regulatory Assets [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	18,900,000	5,500,000
Regulatory Tracker Deferrals Regulatory Assets [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	55,500,000	61,100,000
Regulatory Tracker Deferrals Regulatory Assets [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	21,900,000	11,900,000
Regulatory Tracker Deferrals Regulatory Assets [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	23,100,000	22,100,000
Asset Retirement Obligation Costs Member
Regulatory Asset [Line Items]
Regulatory Assets, Total	83,800,000	47,500,000
Asset Retirement Obligation Costs Member | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	29,700,000	27,900,000
Asset Retirement Obligation Costs Member | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	25,800,000	24,500,000
Asset Retirement Obligation Costs Member | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	14,000,000	13,500,000
Asset Retirement Obligation Costs Member | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	3,500,000	3,200,000
Loss On Reacquired Debt Member
Regulatory Asset [Line Items]
Regulatory Assets, Total	39,500,000	24,500,000
Loss On Reacquired Debt Member | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	13,400,000	13,900,000
Loss On Reacquired Debt Member | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	16,300,000	18,200,000
Loss On Reacquired Debt Member | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	8,300,000	9,000,000
Loss On Reacquired Debt Member | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	300,000	300,000
Deferred Environmental Remediation Costs Member
Regulatory Asset [Line Items]
Regulatory Assets, Total	57,500,000	38,500,000
Deferred Environmental Remediation Costs Member | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	9,900,000	9,700,000
Other Regulatory Assets [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	28,100,000	73,600,000
Other Regulatory Assets [Member] | The Connecticut Light And Power Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	27,300,000	33,100,000
Other Regulatory Assets [Member] | NSTAR Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	10,900,000	16,500,000
Other Regulatory Assets [Member] | Public Service Company Of New Hampshire [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	11,200,000	17,000,000
Other Regulatory Assets [Member] | Western Massachusetts Electric Company [Member]
Regulatory Asset [Line Items]
Regulatory Assets, Total	$ 11,600,000	$ 10,000,000

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Segment Reporting Disclosure [Text Block]

15.       SEGMENT INFORMATION (NU)

Presentation: NU is organized between the Regulated companies' segments and Other operations based on a combination of factors, including the characteristics of each business' products and services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates.

The Regulated companies' segments include the electric distribution segment, the natural gas distribution segment and the electric transmission segment. The electric distribution segment includes the generation activities of PSNH and WMECO. The Regulated companies' segments represented substantially all of NU's total consolidated revenues for the three and ninemonth periods ended September 30, 2012 and 2011. Regulated companies' revenues from the sale of electricity and natural gas primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer.

Other operations in the tables below primarily consists of 1) the equity in earnings of NU parentfrom its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest income and expense related to the cash and debt of NU parent and NSTAR LLC, respectively, 2) the revenues and expenses of NU's service companies, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC,and 4) the results of other subsidiaries, which are comprised of NU Enterprises, NSTAR Communications, Inc., RRR (a real estate subsidiary), the non-energy-related subsidiaries of Yankee and the remaining operations of HWP.

Cash flows used for investments in plant included in the segment information below are cash capital expenditures that do not include amounts incurred but not paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension and PBOP expense or income.

As discussed in Note 1A, "Summary of Significant Accounting Policies – Basis of Presentation," certain reclassifications of prior period data were made in the accompanying unaudited condensed consolidated statements of income for NU. Accordingly, the corresponding items of segment information have been recast for all prior periods for comparative purposes.

Effective in the third quarter of 2012, NU's reportable segments are the combined Electric Distribution, Electric Transmission and Natural Gas Distribution segments, based upon the level at which NU's chief operating decision maker assesses performance and makes decisions about the allocation of company resources. Each of NU's subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, has one reportable segment. Therefore, separate Transmission and Distribution information is no longer disclosed for CL&P, PSNH or WMECO. NU's operating segments and reporting units are consistent with its reportable business segments.

NU's segment information for the three and nine months ended September 30, 2012 and 2011 is as follows:

		For the Three Months Ended September 30, 2012
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	1,483.7	$	91.3	$	235.6	$	219.5	$	(168.6)	$	1,861.5
Depreciation and Amortization			(172.6)		(12.6)		(29.7)		(17.5)		1.1		(231.3)
Other Operating Expenses			(1,027.4)		(77.2)		(66.3)		(216.8)		170.4		(1,217.3)
Operating Income/(Loss)			283.7		1.5		139.6		(14.8)		2.9		412.9
Interest Expense			(45.5)		(8.7)		(26.1)		(12.2)		2.1		(90.4)
Interest Income			(0.3)		-		0.1		2.2		(2.1)		(0.1)
Other Income, Net			2.6		0.2		1.9		324.9		(325.1)		4.5
Income Tax (Expense)/Benefit			(88.8)		2.6		(43.7)		13.8		(1.3)		(117.4)
Net Income/(Loss)			151.7		(4.4)		71.8		313.9		(323.5)		209.5
Net Income Attributable
	to Noncontrolling Interests		(1.2)		-		(0.7)		-		-		(1.9)
Net Income/(Loss) Attributable
	to Controlling Interest	$	150.5	$	(4.4)	$	71.1	$	313.9	$	(323.5)	$	207.6

		For the Nine Months Ended September 30, 2012
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	3,499.7	$	361.5	$	627.2	$	582.9	$	(481.5)	$	4,589.8
Depreciation and Amortization			(398.1)		(32.7)		(79.5)		(39.1)		2.6		(546.8)
Other Operating Expenses			(2,654.4)		(292.9)		(179.5)		(614.5)		485.1		(3,256.2)
Operating Income/(Loss)			447.2		35.9		368.2		(70.7)		6.2		786.8
Interest Expense			(123.4)		(22.9)		(71.9)		(32.7)		5.0		(245.9)
Interest Income			1.8		-		0.4		4.8		(4.8)		2.2
Other Income, Net			6.9		0.3		5.8		565.3		(565.5)		12.8
Income Tax (Expense)/Benefit			(117.2)		(5.0)		(119.3)		44.9		(2.8)		(199.4)
Net Income			215.3		8.3		183.2		511.6		(561.9)		356.5
Net Income Attributable
	to Noncontrolling Interests		(3.2)		-		(2.1)		-		-		(5.3)
Net Income Attributable
	to Controlling Interest	$	212.1	$	8.3	$	181.1	$	511.6	$	(561.9)	$	351.2
Cash Flows Used for
	Investments in Plant	$	461.3	$	105.9	$	476.0	$	38.6	$	-	$	1,081.8

		For the Three Months Ended September 30, 2011
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	878.6	$	59.6	$	159.1	$	142.3	$	(124.7)	$	1,114.9
Depreciation and Amortization			(98.7)		(7.2)		(19.5)		(4.4)		0.8		(129.0)
Other Operating Expenses			(666.8)		(52.3)		(46.7)		(135.7)		119.4		(782.1)
Operating Income			113.1		0.1		92.9		2.2		(4.5)		203.8
Interest Expense			(30.3)		(5.3)		(21.3)		(8.1)		1.1		(63.9)
Interest Income			0.9		-		0.1		1.3		(1.3)		1.0
Other Income/(Loss), Net			0.6		0.4		(1.1)		86.3		(85.8)		0.4
Income Tax (Expense)/Benefit			(25.5)		1.8		(28.5)		4.1		(1.8)		(49.9)
Net Income/(Loss)			58.8		(3.0)		42.1		85.8		(92.3)		91.4
Net Income Attributable
	to Noncontrolling Interests		(0.8)		-		(0.6)		-		-		(1.4)
Net Income/(Loss) Attributable
	to Controlling Interest	$	58.0	$	(3.0)	$	41.5	$	85.8	$	(92.3)	$	90.0

		For the Nine Months Ended September 30, 2011
		Regulated Companies
		Distribution
(Millions of Dollars)		Electric		Natural Gas		Transmission		Other		Eliminations		Total
Operating Revenues		$	2,564.7	$	318.1	$	469.4	$	403.5	$	(358.1)	$	3,397.6
Depreciation and Amortization			(266.3)		(20.2)		(64.3)		(12.7)		2.1		(361.4)
Other Operating Expenses			(1,993.1)		(251.5)		(139.2)		(397.4)		354.3		(2,426.9)
Operating Income/(Loss)			305.3		46.4		265.9		(6.6)		(1.7)		609.3
Interest Expense			(90.9)		(15.6)		(56.6)		(25.3)		3.7		(184.7)
Interest Income			2.7		-		0.4		4.0		(4.0)		3.1
Other Income, Net			7.1		1.2		7.0		321.2		(320.6)		15.9
Income Tax (Expense)/Benefit			(69.0)		(11.3)		(86.4)		11.9		(3.1)		(157.9)
Net Income			155.2		20.7		130.3		305.2		(325.7)		285.7
Net Income Attributable
	to Noncontrolling Interests		(2.4)		-		(1.9)		-		-		(4.3)
Net Income Attributable
	to Controlling Interest	$	152.8	$	20.7	$	128.4	$	305.2	$	(325.7)	$	281.4
Cash Flows Used for
	Investments in Plant	$	385.0	$	73.6	$	254.2	$	36.3	$	-	$	749.1

REMOVEDREMOVED

The following table summarizes NU's segmented total assets:

	Regulated Companies
NU	Distribution
(Millions of Dollars)	Electric		Natural Gas		Transmission		Other		Eliminations		Total
As of September 30, 2012	$	17,576.9	$	2,744.0	$	6,109.3	$	18,396.6	$	(17,069.2)	$	27,757.6
As of December 31, 2011		9,653.1		1,511.3		3,792.9		6,618.0		(5,928.2)		15,647.1

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Provision for Uncollectible Accounts (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Accounts Notes Loans And Financing Receivable Text Block

(Millions of Dollars)	As of September 30, 2012		As of December 31, 2011 (1)
NU	$	91.7	$	34.9
CL&P		11.2		14.8
NSTAR Electric		45.1		27.1
PSNH		9.5		7.2
WMECO		3.5		4.6

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Supplemental Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Capital Expenditures Incurred But Not Yet Paid	$ 139.9	$ 121.7
The Connecticut Light And Power Company [Member]
Capital Expenditures Incurred But Not Yet Paid	45.9	22.1
Storm Reserve Credits Paid To Customers	27.0
Public Service Company Of New Hampshire [Member]
Capital Expenditures Incurred But Not Yet Paid	20.1	32.4
Western Massachusetts Electric Company [Member]
Capital Expenditures Incurred But Not Yet Paid	35.1	45.8
NSTAR Electric Company [Member]
Capital Expenditures Incurred But Not Yet Paid	$ 21.5	$ 29.4

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COMMON SHARESHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (NU) (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Minority Interest Disclosure Text Block

		For the Three Months Ended
		September 30, 2012								September 30, 2011
								Noncontrolling								Noncontrolling
		Common						Interest -		Common						Interest -
		Shareholders'		Noncontrolling		Total		Preferred Stock		Shareholders'		Noncontrolling		Total		Preferred Stock
(Millions of Dollars)		Equity		Interest		Equity		of Subsidiaries		Equity		Interest		Equity		of Subsidiaries
Balance as of Beginning
	of Period	$	9,067.6	$	-	$	9,067.6	$	155.6	$	3,915.1	$	1.8	$	3,916.9	$	116.2
Net Income			209.5		-		209.5		-		91.4		-		91.4		-
Dividends on Common Shares			(107.6)		-		(107.6)		-		(48.9)		-		(48.9)		-
Dividends on Preferred Stock			(1.9)		-		(1.9)		(1.9)		(1.4)		-		(1.4)		(1.4)
Issuance of Common Shares			0.8		-		0.8		-		0.9		-		0.9		-
Contributions to NPT			-		-		-		-		-		0.6		0.6		-
Other Transactions, Net			6.3		-		6.3		-		8.5		-		8.5		-
Net Income Attributable to
	Noncontrolling Interests		-		-		-		1.9		-		0.1		0.1		1.4
Other Comprehensive Income/(Loss)			2.2		-		2.2		-		(9.4)		-		(9.4)		-
Balance as of End of Period		$	9,176.9	$	-	$	9,176.9	$	155.6	$	3,956.2	$	2.5	$	3,958.7	$	116.2
		For the Nine Months Ended
		September 30, 2012								September 30, 2011
								Noncontrolling								Noncontrolling
		Common						Interest -		Common						Interest -
		Shareholders'		Noncontrolling		Total		Preferred Stock		Shareholders'		Noncontrolling		Total		Preferred Stock
(Millions of Dollars)		Equity		Interest		Equity		of Subsidiaries		Equity		Interest		Equity		of Subsidiaries
Balance as of Beginning
	of Period	$	4,012.7	$	3.0	$	4,015.7	$	116.2	$	3,811.2	$	1.5	$	3,812.7	$	116.2
Net Income			356.5		-		356.5		-		285.7		-		285.7		-
Purchase Price of NSTAR (1)			5,038.3		-		5,038.3		-		-		-		-		-
Other Impacts of Merger with
	NSTAR (2)		3.4		(3.4)		-		39.4		-		-		-		-
Dividends on Common Shares			(267.8)		-		(267.8)		-		(146.6)		-		(146.6)		-
Dividends on Preferred Stock			(5.1)		-		(5.1)		(5.1)		(4.2)		-		(4.2)		(4.2)
Issuance of Common Shares			12.2		-		12.2		-		5.1		-		5.1		-
Contributions to NPT			-		0.3		0.3		-		-		0.9		0.9		-
Other Transactions, Net			20.3		-		20.3		-		16.8		-		16.8		-
Net Income Attributable to
	Noncontrolling Interests		(0.1)		0.1		-		5.1		-		0.1		0.1		4.2
Other Comprehensive Income/(Loss)			6.5		-		6.5		-		(11.8)		-		(11.8)		-
Balance as of End of Period		$	9,176.9	$	0.0	$	9,176.9	$	155.6	$	3,956.2	$	2.5	$	3,958.7	$	116.2

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Operating Activities:
Net Income	$ 356,482	$ 285,734
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Bad Debt Expense	24,249	12,435
Depreciation	369,798	222,784
Deferred Income Tax Expense (Benefit)	186,181	133,528
Pension, SERP, and PBOP Expense, Net of PBOP Contributions	160,209	103,106
Pension and PBOP Contributions	(237,123)	(159,220)
Regulatory (Underrecoveries)/Overrecoveries, Net	(26,236)	(24,245)
Amortization of Regulatory Assets/(Liabilities), Net	74,851	86,653
Amortization of Rate Reduction Bonds	102,144	52,047
Changes in Derivative Assets and Liabilities	(7,907)	(33,767)
Other Noncash Income (Expense)	(9,702)	(14,802)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(27,677)	61,657
Inventory	32,887	(4,072)
Taxes Receivable/(Accrued)	26,302	109,410
Change in Accounts Payable	(208,308)	66,618
Other Current Assets and Liabilities	(20,145)	(9,419)
Net Cash Flows (Used in)/ Provided by Operating Activities	796,005	888,447
Investing Activities:
Investments in Property, Plant and Equipment	(1,081,750)	(749,060)
Proceeds from Sales of Marketable Securities	232,911	116,463
Purchases of Marketable Securities	(252,762)	(118,251)
Proceeds From Sale Of Property Plant And Equipment	0	46,841
Other Investing Activities	40,265	(5,849)
Net Cash Flows Used in Investing Activities	(1,061,336)	(709,856)
Financing Activities:
Cash Dividends on Common Stock	(267,356)	(145,865)
Cash Dividends on Preferred Stock	(5,149)	(4,169)
Increase/(Decrease) in Short-Term Debt	654,250	(237,000)
Issuance of Long-Term Debt	300,000	382,000
Retirements of Long-Term Debt	(267,561)	(124,086)
Retirements of Rate Reduction Bonds	(95,225)	(51,198)
Other Financing Activities	13,262	(4,947)
Net Cash Flows Provided by/(Used in) Financing Activities	332,221	(185,265)
Net Increase/(Decrease) in Cash	66,890	(6,674)
Cash - Beginning of Year	6,559	23,395
Cash - End of Year	73,449	16,721
The Connecticut Light And Power Company [Member]
Operating Activities:
Net Income	135,804	183,500
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Bad Debt Expense	1,420	2,115
Depreciation	124,451	117,629
Deferred Income Tax Expense (Benefit)	97,224	67,948
Pension, SERP, and PBOP Expense, Net of PBOP Contributions	18,394	10,473
Regulatory (Underrecoveries)/Overrecoveries, Net	(13,804)	(49,525)
Amortization of Regulatory Assets/(Liabilities), Net	19,912	48,027
Other Noncash Income (Expense)	(12,121)	(22,435)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(21,632)	26,164
Inventory	(1,017)	(12,669)
Taxes Receivable/(Accrued)	21,410	64,779
Change in Accounts Payable	(173,107)	73,809
Other Current Assets and Liabilities	(48,733)	(23,245)
Net Cash Flows (Used in)/ Provided by Operating Activities	148,201	486,570
Investing Activities:
Investments in Property, Plant and Equipment	(332,323)	(305,595)
Decrease/(Increase) in Notes Receivable from Affiliate	0	(6,925)
Proceeds From Sale Of Property Plant And Equipment	0	46,841
Other Investing Activities	13,707	(6,693)
Net Cash Flows Used in Investing Activities	(318,616)	(272,372)
Financing Activities:
Cash Dividends on Common Stock	(100,486)	(205,981)
Cash Dividends on Preferred Stock	(4,169)	(4,169)
Increase/(Decrease) in Short-Term Debt	(31,000)	0
Increase/(Decrease) in Notes Payable to Affiliate	314,275	(6,225)
Other Financing Activities	(1,636)	(349)
Net Cash Flows Provided by/(Used in) Financing Activities	176,984	(216,724)
Net Increase/(Decrease) in Cash	6,569	(2,526)
Cash - Beginning of Year	1	9,762
Cash - End of Year	6,570	7,236
Public Service Company Of New Hampshire [Member]
Operating Activities:
Net Income	69,726	74,763
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Bad Debt Expense	4,975	5,202
Depreciation	65,282	54,432
Deferred Income Tax Expense (Benefit)	39,108	51,809
Pension, SERP, and PBOP Expense, Net of PBOP Contributions	19,508	21,568
Pension and PBOP Contributions	(94,169)	(99,780)
Regulatory (Underrecoveries)/Overrecoveries, Net	1,718	2,581
Amortization of Regulatory Assets/(Liabilities), Net	(6,179)	35,303
Amortization of Rate Reduction Bonds	43,855	39,748
Changes in Derivative Assets and Liabilities	0	(18,072)
Other Noncash Income (Expense)	13,724	(15,501)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(4,274)	9,332
Inventory	20,178	11,981
Taxes Receivable/(Accrued)	4,506	18,758
Change in Accounts Payable	(18,567)	(6,905)
Other Current Assets and Liabilities	18,358	14,613
Net Cash Flows (Used in)/ Provided by Operating Activities	177,749	199,832
Investing Activities:
Investments in Property, Plant and Equipment	(161,021)	(167,383)
Decrease/(Increase) in Notes Receivable from Affiliate	55,900	(50,300)
Other Investing Activities	2,500	1,026
Net Cash Flows Used in Investing Activities	(102,621)	(216,657)
Financing Activities:
Cash Dividends on Common Stock	(74,675)	(44,121)
Increase/(Decrease) in Short-Term Debt	0	(30,000)
Issuance of Long-Term Debt	0	282,000
Increase/(Decrease) in Notes Payable to Affiliate	44,200	(47,900)
Retirements of Long-Term Debt	0	(119,800)
Retirements of Rate Reduction Bonds	(41,265)	(38,881)
Capital Contributions from NU Parent	0	20,000
Other Financing Activities	(349)	(4,162)
Net Cash Flows Provided by/(Used in) Financing Activities	(72,089)	17,136
Net Increase/(Decrease) in Cash	3,039	311
Cash - Beginning of Year	56	2,559
Cash - End of Year	3,095	2,870
Western Massachusetts Electric Company [Member]
Operating Activities:
Net Income	39,408	26,571
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Bad Debt Expense	1,522	2,352
Depreciation	22,154	19,644
Deferred Income Tax Expense (Benefit)	30,565	9,323
Regulatory (Underrecoveries)/Overrecoveries, Net	(8,733)	21,803
Amortization of Regulatory Assets/(Liabilities), Net	634	3,538
Amortization of Rate Reduction Bonds	13,127	12,299
Changes in Derivative Assets and Liabilities		(6,859)
Other Noncash Income (Expense)	233	(3,396)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(10,482)	(7,804)
Inventory	(2,333)	67
Taxes Receivable/(Accrued)	7,337	10,675
Change in Accounts Payable	(28,510)	4,294
Other Current Assets and Liabilities	(6,852)	(3,830)
Net Cash Flows (Used in)/ Provided by Operating Activities	58,070	88,677
Investing Activities:
Investments in Property, Plant and Equipment	(218,184)	(153,470)
Proceeds from Sales of Marketable Securities	65,131	96,134
Purchases of Marketable Securities	(65,664)	(96,312)
Decrease/(Increase) in Notes Receivable from Affiliate	11,000	(70,700)
Other Investing Activities	308	(1,664)
Net Cash Flows Used in Investing Activities	(207,409)	(226,012)
Financing Activities:
Cash Dividends on Common Stock	(9,431)	(19,729)
Issuance of Long-Term Debt	0	100,000
Increase/(Decrease) in Notes Payable to Affiliate	172,500	(20,400)
Retirements of Rate Reduction Bonds	(13,141)	(12,318)
Capital Contributions from NU Parent	0	91,812
Other Financing Activities	(54)	(1,761)
Net Cash Flows Provided by/(Used in) Financing Activities	149,874	137,604
Net Increase/(Decrease) in Cash	535	269
Cash - Beginning of Year	1	1
Cash - End of Year	536	270
NSTAR Electric Company [Member]
Operating Activities:
Net Income	156,184	203,367
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Bad Debt Expense	53,254	14,737
Depreciation	127,692	123,556
Deferred Income Tax Expense (Benefit)	(21,270)	5,063
Pension, SERP, and PBOP Expense, Net of PBOP Contributions	48,694	41,169
Pension and PBOP Contributions	(47,300)	(90,500)
Regulatory (Underrecoveries)/Overrecoveries, Net	62,075	112,554
Amortization of Regulatory Assets/(Liabilities), Net	87,912	56,734
Amortization of Rate Reduction Bonds	67,742	67,742
Other Noncash Income (Expense)	(28,134)	3,096
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(61,528)	(72,112)
Inventory	7,264	(4,670)
Taxes Receivable/(Accrued)	44,142	214,475
Change in Accounts Payable	(81,292)	(92,721)
Other Current Assets and Liabilities	17,130	(557)
Net Cash Flows (Used in)/ Provided by Operating Activities	432,565	581,933
Investing Activities:
Investments in Property, Plant and Equipment	(298,424)	(234,172)
Other Investing Activities	25,609	41,971
Net Cash Flows Used in Investing Activities	(272,815)	(192,201)
Financing Activities:
Cash Dividends on Common Stock	(188,700)	(141,600)
Cash Dividends on Preferred Stock	(1,470)	(1,470)
Increase/(Decrease) in Short-Term Debt	104,500	(145,000)
Retirements of Long-Term Debt	(688)	(16,237)
Retirements of Rate Reduction Bonds	(84,367)	(84,346)
Other Financing Activities	13,336	0
Net Cash Flows Provided by/(Used in) Financing Activities	(157,389)	(388,653)
Net Increase/(Decrease) in Cash	2,361	1,079
Cash - Beginning of Year	9,373	8,964
Cash - End of Year	$ 11,734	$ 10,043

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PROPERTY, PLANT AND ACCUMULATED DEPRECIATION

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule of Public Utility Property, Plant, and Equipment [Text Block]

4.PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize the NU, CL&P, NSTAR Electric, PSNH and WMECO investments in utility property, plant and equipment:

		As of September 30, 2012		As of December 31, 2011
(Millions of Dollars)		NU		NU
Distribution - Electric		$	11,275.0	$	6,540.4
Distribution - Natural Gas			2,198.4		1,247.6
Transmission			5,127.3		3,541.9
Generation			1,147.3		1,096.0
Electric and Natural Gas Utility			19,748.0		12,425.9
Other (1)			432.9		305.1
Property, Plant and Equipment, Gross			20,180.9		12,731.0
Less: Accumulated Depreciation
	Electric and Natural Gas Utility		(4,990.4)		(3,035.5)
	Other		(166.6)		(120.2)
Total Accumulated Depreciation			(5,157.0)		(3,155.7)
Property, Plant and Equipment, Net			15,023.9		9,575.3
Construction Work in Progress			1,279.9		827.8
Total Property, Plant and Equipment, Net		$	16,303.8	$	10,403.1

(1)These assets are primarily comprised of building improvements at RRR and software and equipment at NUSCO as of September 30, 2012 and December 31, 2011, and telecommunications equipment at NSTAR Communications, Inc.as of September 30, 2012.

		As of September 30, 2012								As of December 31, 2011
				NSTAR								NSTAR
(Millions of Dollars)		CL&P		Electric		PSNH		WMECO		CL&P		Electric(1)		PSNH		WMECO
Distribution		$	4,628.1	$	4,465.6	$	1,498.0	$	720.1	$	4,419.6	$	4,334.4	$	1,451.6	$	704.3
Transmission			2,736.3		1,438.2		570.7		361.8		2,689.1		1,386.9		546.4		297.4
Generation			-		-		1,126.1		21.2		-		-		1,074.8		21.2
Property, Plant and
	Equipment, Gross		7,364.4		5,903.8		3,194.8		1,103.1		7,108.7		5,721.3		3,072.8		1,022.9
Less: Accumulated Depreciation			(1,665.4)		(1,524.0)		(935.0)		(252.1)		(1,596.7)		(1,436.0)		(893.6)		(240.5)
Property, Plant and Equipment, Net			5,699.0		4,379.8		2,259.8		851.0		5,512.0		4,285.3		2,179.2		782.4
Construction Work in Progress			370.0		249.0		71.6		406.3		315.4		162.0		77.5		295.4
Total Property, Plant and
	Equipment, Net	$	6,069.0	$	4,628.8	$	2,331.4	$	1,257.3	$	5,827.4	$	4,447.3	$	2,256.7	$	1,077.8

• NSTAR Electric amounts are not included in NU consolidated as of December 31, 2011.

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SHORT TERM DEBT (Details)	9 Months Ended
	Sep. 30, 2012
Line of Credit Facility [Line Items]
Working capital discussion	NU, CL&P, NSTAR Electric, PSNH and WMECO use their available capital resources to fund their respective construction expenditures, meet debt requirements, to pay costs, including storm-related costs, and dividends and to fund other corporate obligations, such as pension contributions. The current growth in NU’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period. In addition, NU’s Regulated companies operate in an environment where recovery of its electric and gas distribution construction expenditures takes place over an extended period of time. This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs. These factors have resulted in NU’s current liabilities exceeding current assets by approximately $1.7 billion, $558 million, $111 million and $217 million at NU, CL&P, NSTAR Electric and WMECO, respectively, as of September 30, 2012.As of September 30, 2012, approximately $880 million of NU's current liabilities relates to long-term debt that will be paid in the next 12 months. NU, with credit ratings among the highest in the industry, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt. NU, CL&P, NSTAR Electric, and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, as deemed appropriate given capital requirements and maintenance of NU's credit rating and profile. Management expects the future operating cash flows of NU and its subsidiaries, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities
The Connecticut Light And Power Company [Member]
Line of Credit Facility [Line Items]
Short-term Debt, Terms	CL&P Credit Agreement: On March 26, 2012, CL&P entered into a five-year unsecured revolving credit facility in the amount of $300 million, which expires on March 26, 2017. Under this facility, CL&P can borrow either on a short-term or a long-term basis subject to regulatory approval. As of September 30, 2012, there were no borrowings under this facility. Under this facility, CL&P may borrow at prime rates or LIBOR-based rates, plus an applicable margin based on the higher of S&P’s or Moody’s credit ratings. In addition, CL&P must comply with certain financial and non-financial covenants, including a consolidated debt to total capitalization ratio. CL&P was in compliance with these covenants as of September 30, 2012. If CL&P was not in compliance with these covenants, an event of default would occur requiring all outstanding borrowings to be repaid and additional borrowings would not be permitted under this credit facility. Commercial Paper Programs: On July 25, 2012, NU, CL&P, NSTAR LLC, NSTAR Gas, PSNH, WMECO, and Yankee Gas jointly entered into a five-year $1.15 billion revolving credit facility. The new facility replaced (1) the NSTAR LLC revolving credit facility of $175 million that served to backstop a commercial paper program utilized by NSTAR LLC and was scheduled to expire on December 31, 2012, (2) the NSTAR Gas revolving credit facility of $75 million that expired on June 8, 2012, and (3) the CL&P, PSNH, WMECO, and Yankee Gas joint three-year $400 million and NU parent three-year $500 million unsecured revolving credit facilities that were scheduled to expire on September 24, 2013. The new facility expires on July 25, 2017. Management expects the new facility to be used primarily to backstop the $1.15 billion commercial paper program at NU, which commenced July 25, 2012. On July 25, 2012, NSTAR Electric entered into a five-year $450 million revolving credit facility. This new facility serves to backstop NSTAR Electric’s existing $450 million commercial paper program. The new facility expires on July 25, 2017. This new facility replaced a prior $450 million NSTAR Electric revolving credit facility that was scheduled to expire on December 31, 2012. As of September 30, 2012, NU had $1,098.3 million in short-term borrowings outstanding under its commercial paper program, leaving $51.8 million of available borrowing capacity. The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.459 percent, which is generally based on money market rates. As of September 30, 2012, there were inter-company loans of $1,040.9 million from NU to the subsidiaries ($372.8 million for CL&P, $44.2 million for PSNH, and $172.5 million for WMECO). As of September 30, 2012, NSTAR Electric had $261 million in short-term borrowings outstanding under its commercial paper program, leaving $189 million of available borrowing capacity. The weighted-average interest rate on these borrowings as of September 30, 2012 was 0.349 percent, which is generally based on money market rates. NU, CL&P, NSTAR Electric, PSNH and WMECO use their available capital resources to fund their respective construction expenditures, meet debt requirements, to pay costs, including storm-related costs, and dividends and to fund other corporate obligations, such as pension contributions. The current growth in NU’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period. In addition, NU’s Regulated companies operate in an environment where recovery of its electric and gas distribution construction expenditures takes place over an extended period of time. This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs. These factors have resulted in NU’s current liabilities exceeding current assets by approximately $1.7 billion, $558 million, $111 million and $217 million at NU, CL&P, NSTAR Electric and WMECO, respectively, as of September 30, 2012.As of September 30, 2012, approximately $880 million of NU's current liabilities relates to long-term debt that will be paid in the next 12 months. NU, with credit ratings among the highest in the industry, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt. NU, CL&P, NSTAR Electric, and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, as deemed appropriate given capital requirements and maintenance of NU's credit rating and profile. Management expects the future operating cash flows of NU and its subsidiaries, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.
Short Term Debt Regulatory Limits	Limits: The amount of short-term borrowings that may be incurred by CL&P are subject to periodic approval by the FERC. On November 30, 2011, the FERC granted authorization to allow CL&P to incur total short-term borrowings up to a maximum of $450 million effective January 1, 2012 through December 31, 2013. On March 22, 2012, FERC approved CL&P's application requesting to increase its total short-term borrowing capacity from a maximum of $450 million to a maximum of $600 million for the authorization period through December 31, 2013. The amount of short-term borrowings that may be incurred by NSTAR Electric is subject to periodic approval by the FERC. On May 16, 2012, the FERC granted authorization to allow NSTAR Electric to issue total short-term debt securities in an aggregate principal amount not to exceed $655 million outstanding at any one time, effective October 23, 2012 through October 23, 2014.

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended		9 Months Ended
	Apr. 09, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Earnings Per Share Basic And Diluted [Line Items]
Net Income Attributable to Controlling Interests		$ 207,628	$ 89,961	$ 351,229	$ 281,394
Basic		314,806,441	177,497,862	264,636,636	177,344,481
Weighted Average Number Diluted Shares Outstanding Adjustment		999,355	337,486	716,741	303,213
Diluted		315,805,796	177,835,348	265,353,377	177,647,694
Earnings Per Share, Basic and Diluted [Abstract]
Basic Earnings Per Common Share		$ 0.66	$ 0.51	$ 1.33	$ 1.59
Diluted Earnings Per Common Share		$ 0.66	$ 0.51	$ 1.32	$ 1.58
Common Stock Issuance, Merger with NSTAR [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	136,049,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount				5,688

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Other Taxes (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

State Of Connecticut Gross Earnings Taxes [Table Text Block]

	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
NU	$	36.4	$	35.0	$	102.0	$	105.8
CL&P		34.4		33.0		91.5		93.2

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Guarantees (Tables)

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Schedule Of Guarantee Obligations Text Block

		Maximum
		Exposure
Subsidiary	Description	(in millions)			Expiration Dates
					October 2012 -
Various	Surety Bonds	$	33.2			November 2015 (1)
Various	NE Hydro Companies' Long-Term Debt	$	6.1			Unspecified
NUSCO and RRR	Lease Payments for Vehicles and Real Estate	$	21		2019 and 2024
NU Enterprises	Surety Bonds, Insurance Bonds and Performance Guarantees	$	111.2	(2)	(2)

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2012

Notes To Consolidated Financial Statements [Abstract]

Earnings Per Share [Text Block]

14.       EARNINGS PER SHARE (NU)

Basic EPS is computed based upon the weighted average number of common shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of common shares outstanding plus the potential dilutive effect if certain securities are converted into common shares. For the nine months ended September 30, 2012, there were5,688 share awards excluded from the computation as these awards were antidilutive. There were no antidilutive share awards outstanding for the three months ended September 30, 2012 or for the three and nine months ended September 30, 2011.

The following table sets forth the components of basic and diluted EPS:
		For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars, except share information)		September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
Net Income Attributable to Controlling Interest		$	207.6	$	90.0	$	351.2	$	281.4
Weighted Average Common Shares Outstanding:
	Basic		314,806,441		177,497,862		264,636,636		177,344,481
	Dilutive Effect		999,355		337,486		716,741		303,213
	Diluted		315,805,796		177,835,348		265,353,377		177,647,694
Basic EPS		$	0.66	$	0.51	$	1.33	$	1.59
Diluted EPS		$	0.66	$	0.51	$	1.32	$	1.58

On April 10, 2012, NU issued approximately 136 million common shares as a result of the merger with NSTAR, which are reflected in weighted average common shares outstanding as of September 30, 2012.

RSUs and performance shares are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied. The dilutive effect of unvested RSUs and performance shares is calculated using the treasury stock method. Assumed proceeds of the units under the treasury stock method consist of the remaining compensation cost to be recognized and a theoretical tax benefit. The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the units (the difference between the market value of the average units outstanding for the period, using the average market price during the period, and the grant date market value).

The dilutive effect of stock options to purchase common shares is also calculated using the treasury stock method. Assumed proceeds for stock options consist of cash proceeds that would be received upon exercise, and a theoretical tax benefit. The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the stock options (the difference between the market value of the average stock options outstanding for the period, using the average market price during the period, and the exercise price).